Corporate records management

Could you prove today who can sign for your company

It is a simple question and a large number of companies cannot answer it with documents. The powers were granted years ago, someone left, a meeting was held but never minuted, and the corporate book stopped being updated around the second year of operation.

Nothing goes wrong until something does: a bank declines an instruction, a notary refuses to formalise an act, a counterparty asks for evidence of authority, or a buyer opens diligence and finds the record incomplete.

What the corporate book is for

It is the company own account of its history: shareholders and the movements between them, the resolutions of its meetings, the administration and the powers in force. It is the evidence that the people acting for the company were entitled to. Reconstructed after the fact, it is always weaker than kept as you go.

Powers of attorney get stale

Powers granted to a departed employee stay in force until they are revoked, and revocation has to be done and recorded, not merely decided. Meanwhile the former holder still has, on paper, authority to bind the company. This is one of the most common and least discussed exposures in small companies.

What we do

• Open, update and keep the corporate book, including minutes and shareholder registry.
• Reconstruct and regularise where years are missing.
• Grant, review and revoke powers of attorney, with a current register of who holds what.
• Prepare the corporate documentation a financing or a sale will ask for, before it is asked for.
• An annual calendar of the meetings and filings the company owes.

This is unglamorous work and it is the work that makes every other transaction possible.