Corporate documents, also known as legal documents - are set of specific documents, where all the necessary facts regarding the company are written. These documents are known as
face of the company, because they are the source of official information about the company. Whenever a company is founded or changes are made, documents including facts about the company or the facts about the corporate changes must be filed with the Register of Enterprises. The Register will change information in Commercial register and attach the submitted documents to the company's file so any person is authorized to acquire the official facts about the company.
There are different types of corporate documents, each containing different information. The most important set of documents are known as constitutive documents, such as Memorandum of Incorporation and Articles of association.
Every document has strict requirements and specific form. A signature in some documents must be notarised in order to have a binding effect. These documents are usually drafted by lawyers or by the law offices that specialise in commercial law. It is important to keep in mind that the status and requirements of legal documents vary between jurisdictions. Moreover, the names of the documents can vary in different countries.
Corporate documents required for company incorporation
To form a company, two basic founding documents are necessary:
- Memorandum of association
- It contains the fundamental conditions upon which the company is allowed to operate. The document consists of information like firm of the company, data on the founders, information about the equity capital of the company, admissible amount of the foundation expenses and their payment order, etc.;
- Articles of association
- It generally defines the responsibilities of the board, the type of business to be executed, and means by which the owners exert control over the board of directors. Upon consent of the founders the Articles of association may include specific provisions regarding decision making, restrictions of the board, competence of the council, other specific conditions regarding the process of shares transfer.
Other secondary documents may be demanded. These are as follows:
- An application of the local commercial registry – every state has its own form that must be submitted for any changes to take place;
- Declaration of each board member / Consent of board member; List of shareholders / A division of the register of shareholders (for limited liability company);
- Declaration of company address / Announcement of an office address;
- Bank notice on the payment of the equity capital;
- Receipt for payment of the state fee;
In order to read more about the company incorporation procedure, click here.
Corporate documents required for change of shareholders
This type of change is very common for limited liability companies, because it is a closed company, meaning that shares are not subject of public trade. Generally, the following documents must be submitted to the local commercial registry in case of changes of shareholders:
- An application form;
- Updated shareholder registry;
- A proof of shares transfer, for example, a Shares purchase agreement.
In the shareholder registry, it is usually required to include company's total number of shares, the total value of shares and – the quantity of shares that has been paid.
Corporate documents required for change of director
To change a director, generally the following documents must be submitted to the local commercial registry:
- An application form;
- Protocol or extract of the minutes of the meeting of shareholders – in this document the relevant decision must be included;
- Written acceptance of the appointed director;
In some states, the required document amount is minimized. In addition, keep in mind that the list and names of the documents required may vary from country to country.
Corporate documents required for change of registered address
If you have moved your office to another address, it is essential to make changes in the commercial register. Otherwise, you will be missing all your correspondence. To change the address, generally the following documents must be submitted to the commercial registry:
- An application form;
- Property owner`s consent;
It is important to keep in mind that a company can't invoke on the fact that company`s actual address differs from the registered address. When a correspondence is sent to the registered address, it is presumed that the company has received the correspondence.
The following jurisdictions are the most common for company incorporation procedure due to easy legal framework, fast registration as well as other beneficial factors.
Confidus Solutions will help you to evaluate all possible options and choose the most efficient solution in order to achieve your personal goals! We have many years of expertise in this industry and experienced agents and lawyers that can incorporate into any jurisdiction worldwide! If you require more information – check our offered solutions or contact us to get a unique offer!