Amendments and liquidation

The company changes. The record has to change with it

Capital increases, new shareholders, a change of sole administrator, a new corporate purpose, a change of address, a merger: each is a corporate act that has to be resolved properly, documented in the book and, where the law requires it, formalised and recorded. Skipping the formalities does not make the change invalid in the minds of those who agreed it, but it does make it unprovable to a bank, a notary, a buyer or a court.

Where it surfaces

Usually at the worst moment. A financing where the cap table on the spreadsheet does not match the corporate book. A sale where the buyer asks for the chain of resolutions and finds three years missing. A bank refusing to act because the person signing has powers that were revoked in a meeting nobody recorded.

Reconstructing years of corporate history retroactively is possible, expensive and never as clean as doing it at the time.

Closing a company properly

Dissolution and liquidation is a sequence, not a decision: resolving the dissolution, appointing the liquidator, settling liabilities, distributing what remains, cancelling the registration and closing the tax obligations. A company abandoned rather than liquidated keeps generating obligations, and those follow the shareholders and administrators.

What we do

• Prepare and hold shareholders and board meetings, with the resolutions drafted properly.
• Capital increases and reductions, admission and exit of shareholders.
• Amendments to bylaws, purpose, name, address and administration.
• Grant and revocation of powers of attorney.
• Dissolution and orderly liquidation.
• Bring the corporate book current where it has fallen behind.