Company Registers, Books and Records


What are the Important Documents that a Company should keep upon Incorporation?

 

After setting up the company, you will immediately receive many important incorporation documents, such as the company's articles of association, incorporation certificate, and company organization outline.


A. Company Registration Certificate


The company registry will issue a company registration certificate after setup. This certificate contains the date of company establishment and the company registration number.


B. Memorandum of Association


This is a statement that each subscriber (shareholder) confirms to establish a company together and become a member of the company. If the company is a private limited company with limited shares, then each member must indicate the name on the company's articles of association and agree to hold at least one share.


C. Articles of Association


It defines the rules and regulations on the management of the company. They stipulate the rights of shareholders, rules regarding appointments of directors, distribution of dividends, removal and power of directors, and how general meetings and board meetings should be held, etc. Most companies only use standard "model" articles provided by the company registry.


D. Share Certificate

 

This proves that on the date of issuance, the person whose name is on the certificate is the registered owner of the company's shares. After the company is registered, it shall issue shares certificates to all shareholders.

 

E. Other Statutory Registers


The following are other statutory registers required in most common law jurisdictions:


1. Register of Members (Shareholders)

 

The shareholders must be at least 18 years of age and can be of any nationality. The shareholder can be a person or a company. 100% local or foreign shares are allowed. Allow the appointment of nominated shareholders. The general meeting of shareholders can be held anywhere in the world.

 

2. Register of Directors

 

The company is managed by the board of directors who has a fiduciary duty to act in the best interest of the company.

 

3. Register of Secretaries

 

The company secretary is responsible for keeping the company's legal books and records and must ensure that the company complies with all legal requirements. The nominated secretary can be appointed. The appointment of a company secretary is mandatory. The Secretary (if an individual) must normally reside in the jurisdiction of incorporation; if it is a corporation, it must have a registered office or place of business in the jurisdiction of incorporation.

 

4. Register of Charges

 

Creditors may want to register any charges they have on the company to ensure priority upon the insolvency of the company.

 

5. Shares’ register

 

Although there is no minimum share capital requirement, the general criterion is that at least one shareholder has issued a common share upon incorporation.

Maintaining your statutory registers up to date can be a difficult and daunting task.

 

F. Continuous Compliance

 

Companies must prepare and maintain accounts. Most common law jurisdictions require the accounts must be audited annually and the audited accounts and tax returns should be submitted to the tax office every year. All companies must submit an annual return to the company registry and pay the annual registration fee.

The annual general meeting of shareholders (AGM) should be held once every calendar year. A private company is allowed to replace the annual shareholders meeting with written resolutions.