INSIGHT / Corporate documents / Corporate governance / International business / Compliance

Corporate Documents: What Every Company Must Keep in Order

Director and shareholder resolutions, registers, powers of attorney, minutes — which corporate documents a company needs, when to prepare them and why missing ones stall deals and banks.

A company lives not only in bank statements but in documents: who the director is, who owns it, who may sign contracts, what has been decided. When these documents are in order, banks open accounts faster, deals close without delay and regulator reviews go smoothly. When they are not, every request becomes a scramble. Here is the core set and when you need corporate documents.

In short: keep constitutional documents, registers of members and directors, resolutions on key events and powers of attorney up to date. Every corporate event — new director, share transfer, major deal — gets documented when it happens, not backdated.

The core set

DocumentWhat it provesWhen to update
Articles of associationGovernance rules and powers of bodiesWhen rules, activities or capital change
Register of members (shareholders)Who owns the sharesOn any transfer or issue of shares
Register of directorsWho manages the companyOn appointment or resignation
Register of beneficial ownersUltimate ownersWhen the ownership structure changes
Resolutions and minutesDecisions of governing bodiesAt every significant event
Powers of attorneySigning authority of representativesOn appointment and on expiry

Corporate events that require a document

  • Appointing or replacing a director, secretary or signatory.
  • Share transfers, a new investor, option grants.
  • Opening an account, changing banks, appointing online banking users.
  • Major transactions, loans, guarantees, pledges.
  • Dividend distributions.
  • Setting up subsidiaries and branches.

How to prepare documents properly

  1. Define the event. What exactly is happening and who must approve it under the articles and the law.
  2. Check authority. Quorum, voting procedure, whether a notary or registry filing is required.
  3. Draft the document. A resolution, minutes, power of attorney or agreement with precise wording.
  4. Sign correctly. E-signature, notary or apostille depending on where the document will be used.
  5. Update registers and archive. A document not reflected in registers and storage creates inconsistencies.

Frequently asked questions

Can a resolution be backdated?

Better not: it creates legal risk and contradictions with registry and bank data. The right way is to document events as they happen.

What do banks request most often?

A current registry extract, articles, registers of members and directors, a resolution to open the account and appoint signatories, and beneficial owner details. More in our business accounts service.

Do I need a local lawyer for every document?

Standard resolutions and minutes can be prepared from templates aligned with the articles. A local opinion is added when the legal requirement is unclear or the transaction is significant.

Need to document a corporate event or tidy up your records? Send a request on the corporate documents page and we will prepare resolutions, minutes, registers and a signing checklist. For ongoing deadline control, add our international support.

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