- The name of the company;
- Address of the registered office of the company;
- Articles about the objectives of establishing the credentials of the company;
- Provisions to limit the liability of shareholders;
- Size of the share capital, number and face value of shares;
- Provision that subscribers have joined together to establish the company.
- Rule issue of shares;
- Requirements and measures applied in case of failure to pay for shares;
- Transfer of shares;
- Increase or decrease in capital;
- Loans;
- General meeting of shareholders;
- Requirements for the directors, their rights and responsibilities;
- Dividends;
- Accounts and audit;
- Special provisions for the dissolution or liquidation.
Offshore company documents
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Let us consider in greater detail paperwork of companies and institutions necessary for such documents.
Such documents are usually two. One of them - Charter (Memorandum), second - Memorandum (Articles of Association), but it requires not always and not everywhere.
Charter and the Constitutive Agreement (if any) provided by government officials, usually referred to the Registrar of Companies and paid the necessary registration fees and stamp duties. It records and preserves the original documents and issue a certificate of registration, after which the company begins its existence. The company usually receives a certificate of registration and certified copies of the Charter and the Constitutive Treaty. However, in some countries, such as in Panama, most U.S. states and Uruguay Charter and the Constitutive Agreement is not in their stead By-Laws - somewhere between Charter and the Constitutive Treaty.
Charter
The Charter contains the fundamental rules that must follow any offshore company. Old British laws on companies often make it impossible to change the Charter of the company, except to increase its capital in order to protect the interests of shareholders and creditors. Current British laws on companies typically allow shareholders to change the Charter provided for by law. However, some tax havens and financial centers, such as Jersey, is still using the old type of law, not allowed to modify certain provisions of the Charter.
Typically the content of the typical and includes the following items:
The Charter is issued in print and countersign.
The required minimum of subscribers varies from one to seven, depending on the jurisdiction. Their signature must be witnessed. In countries where it is required by law, every subscriber signs of assigned amount (usually the minimum necessary) shares. In many jurisdictions, a one share, and the Bahamas, British Virgin Islands or the State of Delaware in the company shares are not issued. In some countries, subscribers may be individuals or other companies.
Typically, the Charter lays a very broad mandate, taking into account all possible in the present and future activities. In such jurisdictions, as the Isle of Man, Liberia, Panama, the Bahamas, Turks and Caicos Islands, there are no restrictions on activities which are not outlawed or do not require special licenses.
Memorandum
Memorandum contains internal management company and its activities. The Charter is the main document, a Memorandum subordinate to him. Shareholders have the right to change the Memorandum, but it should remain within the limits prescribed by the Constitution and laws of local companies.
Some of the Companies Act contain standard rules that companies can use as a constituent treaty. They usually take the form of one or more tables in the annexes to the law. For example, in Ireland this application to the Companies Act (Companies Act) are the rules of table A.
Memorandum typically includes the following items:
Memorandum to be split into consecutively numbered paragraphs and issued in printed form. It must be signed by Charter subscribers, and the signature must be witnessed.
Memorandum usually quite detailed and contains more than hundreds of paragraphs. Formally Memorandum is a contract between the company and its shareholders, both present and future. Memorandum mandatory for all shareholders, regardless of when they bought their shares.
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