Corporate documents also known as legal documents, are a series of specific documents in which all the necessary facts about the company are written. These documents are known as the face of the company as they are the source of official information about the company. Every time a company is founded or changed, documents with facts about the company or the facts about changes to the company must be submitted to the commercial register. The register will amend the information in the commercial register and add the submitted documents to the company's files so that any person is empowered to obtain the official facts about the company.
There are different types of corporate documents, each with different information. The most important documents are known as founding documents, such as B. the deed of incorporation and the articles of association.
Every document has strict requirements and a specific form. A signature in some documents must be notarized in order to be binding. These documents are usually prepared by lawyers or law firms specializing in commercial law. It is important to remember that the status and requirements of legal documents vary by jurisdiction. In addition, the names of the documents may 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.