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Corporate documents of the company

The set of registration documents is the “face” of the company. Accordingly, these documents must be comprehensively prepared and in compliance with the local statutory laws as the company's future performance and business reputation depend on them.

The appearance and status of the documents differ significantly between jurisdictions. Whilst a document may be called by one name in one country, it may be called by an entirely different name in another country, whilst in a third country it may not exist at all.

Below is an outline of the most important basic corporate documents of non-resident companies and their role in further activities of an entity.

Articles of association

In order to incorporate a new company, its founders or, depending on the jurisdiction and type of company, the shareholders, directors or maybe just a registered agent must sign the articles of association. This is the primary document that defines the name of the new company, its internal management rules, the possibility of increase or reduction of its share capital, as well as details of establishing the order of general meetings of shareholders or special provisions for dissolution or liquidation of the company. This document usually, such as for example in the Caribbean jurisdictions, co-exists along with the by-laws, but in some countries such as Panama it is the main document regulating the operations of the company, and so completely replaces the by-laws.

Certificate of incorporation

The certificate of incorporation is the main document that confirms existence of the company and that the entity belongs to a particular jurisdiction. The certificate of incorporation reflects the company’s name, date of incorporation, registration number, as well as in some jurisdictions the corporate law under which the company is registered.

The form and the title of the document purporting to be a certificate of incorporation also differs between jurisdictions. In most countries this document is called a “certificate of incorporation”.

In such jurisdictions as Panama and the countries of continental Europe, a company is established by the signing of the articles of association or by a notarial deed and submitting such a document to the register of companies. In these jurisdictions, the state recognizes the incorporation by affixing the official stamp to the above articles of association and entering the relevant data in the electronic registration system with no certificate of incorporation being issued as a separate document. Following incorporation of the company, an extract from the register of companies showing the current status of the company may be ordered in these jurisdictions at any time. In practice such an extract is used as a certificate of incorporation.

By-laws

Frequently, the by-laws of the company are a standard document for a particular jurisdiction and are drawn up in accordance with legal and legislative requirements of the relevant country.

Normally, the by-laws contain the following clauses:

  • name of the company;
  • registered address or office of the company;
  • the objects of the company being the intended activities decided upon on the date of incorporation. This clause may also be expressed as “diverse objects” such as “any activities according to the current legislation”;
  • the clause stipulating limited liability of the shareholders;
  • the amount of the share capital, its division into shares and the par value of such shares.

The by-laws and articles of association of the company have to be drawn up in such a manner that they do not conflict with each other. Shareholders are entitled to amend the by-laws and articles of association, but only to the extent provided for by general laws of the country of incorporation. In some instances, as an example for the limited liability partnership in the United Kingdom, there are no by-laws as such, and all provisions on relations between the founders as well as operations of the company are determined in accordance with the operating agreement.

General power of attorney

Frequently, the company is managed under a general power of attorney. Using a general power of attorney, the manager can manage current operations of the company effectively, as the power of attorney authorises the manager to negotiate, sign contracts, establish subsidiaries and to perform other actions on behalf of the company. Usually, the general power of attorney is certified by the signatures of directors and the company seal.

Share certificates

A share certificate confirms the shareholder’s rights to the relevant number of shares in the company. The certificate is signed by directors of the company and/or its secretary. The certificate shows the number of shares held, their par value and the date of issue of the certificate. The name of the owner may be specified in the certificate, but in some jurisdictions a bearer share certificate may be issued instead.

In case of sale or transfer of all or part of the shares to other persons, the owner of the shares in a non-resident company usually makes an appropriate note on the reverse of the certificate known as an “endorsement” or, in other cases, the existing certificate is cancelled and a new one is issued. The company makes an appropriate adjustment in its register of shareholders, and if required by law in the public register of enterprises as well.

Classic share certificates are not provided for all types of companies. As an example, in the United Kingdom for limited liability partnership companies they are replaced by membership interest certificates, showing the distribution of total profit among the founders and the number of votes held by each founder in relation to the total number of votes in the limited liability partnership.

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