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Amendments to incorporation documents of a company

Frequently, whilst operating his non-resident company the entrepreneur will need to make amendments to the corporate documents and/or changes in the corporate structure of the company. Examples include:

  • change of the company name;
  • change of the registered address of the company;
  • changes in the amount of the company’s share capital;
  • changes in the proposed activities of the company specified in its corporate documents;
  • change of the registered agent of the company;
  • changes in directors and/or shareholders of the company.

To make any changes, the following steps need to take place:

  1. The directors of the company prepare and sign the relevant resolution being the minutes of the meeting.
  2. According to the individual rules of the particular country, the relevant application or official state forms are then filed with the register of companies.
  3. As soon as the changes are made in the records of the register of companies, an appropriate document is issued by the register to confirm the changes.

The primary corporate documents issued originally by the register of companies such as the certificate of incorporation or by-laws are retained in their original form as at the time of incorporation with a supplement such as the amendment or certificate of change regarding the changes being attached to them. As an example, if the company's name is changed, the original certificate of incorporation will not be cancelled and substituted by another but the change of name will be effected by a specially issued addendum which states that from the specific date the name of the company has been changed to that shown in the addendum.