Registering a company

Once the preparatory steps are complete and all relevant decisions have been made, it is time to start the process of registering the company. This process varies greatly depending on the jurisdiction in question, and therefore we can provide only general guidelines here.

First, contact your lawyers and start drafting the required documents. Most of the incorporation documents need to be signed in front of a notary public, with signatures being notarised (and apostilled, if required).

Drafting the company’s incorporation documents

Incorporation is a vital and fairly complicated process, as all documents must be filed in strict compliance with all legal requirements. Usually, the documents are provided by professional advisors and lawyers, who fully manage all of the steps involved in incorporation. In most jurisdictions, the documents must be signed before a notary public, with each party confirming their intention to start a business and providing a signature sample.

Most of the documents must be signed by the shareholders and the directors. Usually, it is also possible to authorise a third party to sign on your behalf. This can be done using a notarised power of attorney, which allows the incorporation process to be completed remotely, without the need for you to visit the jurisdiction. These documents will include the memorandum of association, the articles of association, confirmation of the director`s consent to run the company, a declaration of the company’s legal address, proof of equity capital payment and a register of shareholders. Other documents may be required depending on the country in question.

Our legal team will ensure that you receive everything you need to form a company, including nominees and a package of documents, if required.

If the parent company is planning to open a subsidiary company, the process is similar, and all procedures must be carried out by the officials of the parent company as the initial shareholders. It makes little difference who the shareholders are, whether natural persons or legal entities.

Usually, document preparation takes between one and five business days; however, this time period will vary on a case-by-case basis and so is not certain.

Appointing the director(s) and paying the equity capital

While the incorporation documents are being prepared, you will need to decide who the directors of your company are going to be and if you are going to use nominee services. This is an important decision, which must be taken before the final documents are drafted, because the names of the directors and shareholders must be known and indicated. If you wish to use nominee services, you should let your lawyers know before they start preparing the documents, as changing your mind at a later stage of document development will result in the need to redo all the papers, meaning extra work for the lawyers and extra expense for you.

Once the names of the directors are known, they must be appointed by getting them to sign certain corporate documents, indicating their personal data and providing written consent to being appointed as directors.

After the directors have been officially appointed, they should contribute a minimum amount to the company’s equity capital. Initial equity capital contributions must be paid before the documents are submitted to the company register. In most countries, the bank opens a temporary bank account, valid for one specific purpose only: depositing equity capital. Once the company is successfully registered, the account may be converted into an active corporate bank account on the request of the director(s). The proof of capital payment is usually submitted to the company register.

Registering the company in a commercial register

Once all of the documents have been prepared, they must be signed before a notary public prior to being submitted, and the signatures must be notarised. In the event that the documents are signed before a notary public in one country, but are to be submitted for registration in another, an apostille will most likely be required, as will official translations of the documents. To check all relevant document requirements, contact our legal department now.

Once all documents have been drafted, signed and notarised, they must be submitted to the local company register. The company register checks the documents to see if they comply with national laws and regulations, and to make sure that the proposed shareholders and directors are free of any registered limitations. Company registration usually takes between one and ten days, depending on the country.

If the company register raises any questions or finds any problems, it will postpone the incorporation and ask the directors to make corrections and/or submit additional documents. In most jurisdictions, the company register has no power to block the planned business and merely checks documents to make sure they are in compliance with legal requirements.

All you need to do now is finish your business setup. Read here about the final stage of company formation.