Legal
The corporate records everyone asks for
Deeds, powers of attorney and minutes: rarely looked at, always asked for at the worst moment.
There is a set of documents almost no company looks at day to day and that turns up at the same moments every time: opening an account, entering a tender, selling the company, contracting with a large client. Always in a hurry, because whoever is asking already has their clock running.
What is asked for and why
| Document | What it proves | Who usually asks |
|---|---|---|
| Incorporation deed and articles | That the company exists and how it works | Banks, tenders, transactions |
| Later deeds | Changes of address, capital, purpose | Anyone needing the current version |
| Powers of attorney | That whoever signs may sign | Everyone, and it is what fails most |
| Shareholder and board minutes | That decisions were taken properly | Buyers, auditors, banks |
| Beneficial ownership | Who stands behind the company | Banks and clients with due-diligence duties |
Important
The third row breaks deals at the last minute: **a power of attorney existing is not enough, it must be current and cover exactly what is being signed**. Powers get revoked, expire and are sometimes granted for something else; and whoever receives the signature checks precisely that. Finding out on signing day means postponing, because granting a new power is not an afternoon's work.
How to keep it ready without being a law firm
- 1
One corporate file, not a folder per year
What is asked for is the current picture, not the archive.
- 2
With the version in force marked as such
Articles amended three times confuse whoever reads them.
- 3
Powers with who, for what and until when
And reviewed whenever someone changes role or leaves.
- 4
And minutes filed as signed, not when requested
Reconstructing an old set of minutes is the slowest part of any deal.
Watch out
What almost nobody anticipates: **when someone leaves the company, their powers do not leave with them**. Cutting their email and access is instant; revoking a power of attorney is a formal act that has to be carried out, and until it is, that person can still bind the company towards a third party acting in good faith. It is the most forgotten task in any departure, and the only one on that list that cannot be settled internally.
When it is asked for in a hurry
Worth knowing
Which documents are required, how signing authority is evidenced and what formalities each resolution needs depend on the type of company and the country. **Your adviser or notary handles that**; the point here is that when it is asked for, nobody has to go hunting.
›Is a scanned copy enough?
To get started usually; for signing, they will tell you the format required.
›How often should powers be reviewed?
At least yearly, and whenever someone changes role.
›What if an old set of minutes is missing?
Trace it through whoever formalised or holds it; start early.
A real case
The situation
A company reaches signing day and the signatory's power did not cover that transaction.
What you do
- Reviews powers yearly, noting what each covers and until when
What you get
The next signing does not hinge on discovering the scope that same morning.
The situation
Corporate documents sit in several places.
What you do
- Gathers everything in a company file
What you get
The handover is prepared in minutes.
The situation
They are requested four times a year and hunted each time.
What you do
- Keeps what was sent, with its date
What you get
You start from what was sent last time.
The situation
A corporate document is updated and nobody replaces it.
What you do
- Keeps each version with its date
What you get
The current one is provided.
The situation
Powers of attorney change and nobody says so.
What you do
- Reviews authority periodically
What you get
The record stays current.
The situation
A document is missing and it is discovered mid-transaction.
What you do
- Checks what is missing before starting
What you get
The gap closes with time to spare.
This article answers
- asked for the company's incorporation deed
- proving signing authority
- where are the board minutes
- corporate documents for a bank