Development of Constituent Documents of the Company | Law&Trust International

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What are the statutory documents of an enterprise?

Constituent documents of the company are a certain package of documents of a legal entity formed during the registration/re-registration of the company for its further legal work.

The list of statutory documents of a company varies depending on the jurisdiction and legal form of the company (LLC, partnership, trust, etc.).

The standard and basic list of documents of a legal entity includes

  • Certificate of company registration;
  • Memorandum of association;
  • Charter (or partnership agreement when registering partnerships);
  • Minutes of the meeting of directors;
  • Resolution on the appointment of the director;
  • Certificate of shares.

Information contained in constituent documents

  • Information about the company (its name, legal address, registration number);
  • Types of company activities;
  • The procedure for the formation of the authorized capital;
  • Liability of the founders of the company;
  • Regulations on the powers of directors (board members);
  • The procedure for the preparation and submission of reports;
  • Company liquidation regulations.

Typically, the registration of corporate documents of the company occurs at the stage of registration of the company. But they can also be changed or reissued during changes in the company, reorganization of the company, mergers, and acquisitions, etc.

That is, when changes occur in the company, this necessarily entails changes in the constituent documents, as well as state registration of the changes in the official bodies of the country of registration of the company.

If the company changes its structure (there is a change of director, change of founders, legal address, etc.), it is necessary to conduct an audit of constituent documents, authorized capital. Then the development of the constituent documents of the organization is conducted, which confirms the changes in the company and is the basis for the registration of changes in the charter documents of the legal entity. The process of making changes to the company is always regulated by the relevant law (in most cases, the civil code) and is a typical procedure. But in addition to the typical and basic procedures for registering changes, companies need to create a number of legal documents that will capture the conditions for the changes. Therefore, below we will consider minor documents that detail all the changes that occur in the company.

So, the proper procedure for making changes to companies is captured in contracts. Transactions such as acquisitions and mergers (M&A), reorganization, restructuring of an enterprise, transfer of assets, purchase, and sale of business occur solely according to a number of contracts that are the basis for the functioning of the newly created company. You will need to prepare and develop a contractual framework if you intend to enter into a similar transaction. First of all, it is necessary to carry out due diligence of the company - checking and evaluating your company (if changes are planned), or the company you intend to join as a co-founder, or the companies that are going to merge, reorganize. These transactions include the need for legal preparation of the following contracts:

  • Privacy agreement;
  • Letter of Intent (LOI);
  • Asset purchase and sale agreements;
  • Option agreements (if applicable to the transaction).

You can familiarize yourself with the aspects of company registration in different countries by clicking here.

You can study M&A transactions in more detail by clicking here.

Our services for the development of statutory documents

  • Development of the main package of corporate documents (charter, memorandum of association, partnership agreement, trust declarations, and much more);
  • Making changes in the structure of the company in different countries (change of founders, directors, secretarial services, a representative or agent);
  • Issue of additional documents (extract on the current state of the company, a number of certificates: Certificate of Good Standing, Certificate of Incumbency, Certificate of Legal Existence);
  • Modification of charters;
  • Increasing the authorized capital;
  • An additional issue of shares;
  • Drafting of agreements (confidentiality agreement; letter of intent (LOI); asset purchase and sale agreements);
  • Option agreements.
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