As a rule, the set of documents of incorporation act as a company's "business card". Therefore it is very important for these documents to be drawn up properly and impeccably as they are of great importance for the company's future performance and business reputation.

When reviewing the matter of documents of incorporation, it should be noted that the layout and status of these documents varies significantly between different jurisdictions. The documents may be called by one name in one country, and by an entirely different name in another, while they might not exist at all in yet another country.

We have provided a review below of the main documents of incorporation of a non-resident company, as well as their role in the further activities of a trading enterprise.

Articles of Incorporation

In order to incorporate a company, its founders (or, depending on the relevant jurisdiction and type of company - the shareholders, the directors or simply the registered agent) must sign the articles of incorporation - the main document that defines the name of the company being formed, its internal management structure, the possibility of increasing or reducing its share capital, as well as the details stipulating the manner of conducting shareholders' meetings or special provisions for the dissolution (liquidation) of the company. This document usually (for example - in Ireland, the Bahamas etc.) exists alongside the by-laws and complies with them, while in some jurisdictions (in particular in the USA for LLCs) it is the main document that regulates the company's activities, thus completely replacing the by-laws.

Certificate of Incorporation

The certificate of incorporation is the main document certifying the existence of the company as well as its belonging to the relevant jurisdiction. The certificate of incorporation contains the name of the company, the date of its registration or incorporation, usually (but not in all jurisdictions) also the address of its registered office, the name of the registered agent of the company and the objects of the company.

The form and name of the document serving as the certificate of incorporation also differs between various jurisdictions. In the majority of countries this document is called the "Certificate of Incorporation". However, even within the same country - the USA - different terms are used to refer to this document, depending on the relevant State. In Delaware, for example, the certificate of incorporation is called exactly the "Certificate of Incorporation", whereas in most other States it is called the "Articles of Incorporation". For LLCs this document is called the "Certificate of Formation" (in the State of Delaware) or "Articles of Organization" (in the majority of other States). One should note that in the USA the original of the Certificate of Incorporation always remains in the database of the Secretary of the relevant State. On request, including on the incorporation of the company, a copy can be printed and certified by the Secretary of the state, and additionally by Apostille, thus giving this copy a weight of the original.

By-Laws

In most cases, the by-laws of the company are the standard document for the relevant jurisdiction and are drafted in accordance with the legal and legislative requirements of the relevant State.

By-laws usually contain the following items:

• the name of the company;
• the legal address (the registered office) of the company;
• the objects of the company, that is to say the objectives it has set itself. This provision can be expressed as "diverse objectives" or, for example, "any activities according to the legislation in force" as it is in the USA;
• a provision fixing the limited liability of the shareholders;
• fixing the amount of the share capital, its division into shares and the par value of the shares.

The by-laws are the main document, and the articles of incorporation must be drafted in compliance with the by-laws. The shareholders have the right to amend the articles of incorporation, but only to the extent stipulated by the by-laws and the general legislation of the country of incorporation. In some cases (for example for LLCs in the USA) there are no by-laws as such, and all provisions relating to the company's operations, are contained in its Operating Agreement.

General Power of Attorney

In most cases, the beneficial owner of the company manages the company on the basis of the general power of attorney issued to him or her. Possessing the general power of attorney, the owner can efficiently manage the current activities of the company; he or she is also authorised to negotiate, conclude contracts, operate bank accounts and carry out other activities on behalf of the company. The general power of attorney is, as a rule, certified by the signatures of the directors (usually nominees) and by the company seal.

Share certificates

Share certificates certify the right of the shareholder over the relevant number of shares in the relevant company. The certificate is signed by the company's directors and (or) the company secretary. The certificate shows the number of shares belonging to the shareholder, their par value, the date of issue of the certificate etc. The certificate may also carry the name of the owner, but in some jurisdictions the owner's name is not mentioned.

When the owner of shares in a non-resident company sells or gifts his shares (or part of them) to third parties, he or she must make the appropriate record on the reverse side of the certificate (the so-called 'endorsement') and make the relevant entry in the Register of Shareholders of the company.

In the USA share certificates are provided only for corporations. In LLCs they are replaced by "membership units", which prescribe the allocation of the total profit between the members or the quantity of votes expressed as a percentage of the total votes in the LLC, belonging to each member.