---
id: KB-LE-016
url: https://app.codecontract.io/help/legal/the-corporate-records-everyone-asks-for
idioma: en
categoria: sector-legal
subcategoria: mercantil
audiencia: usuario
nivel: intermedio
actualizado: 2026-08-13
tambienEn: [es]
relacionados: [KB-LE-008, KB-CR-018]
citadoPor: [KB-LE-020, KB-LE-027, KB-LE-028]
---

# The corporate records everyone asks for

_Deeds, powers of attorney and minutes: rarely looked at, always asked for at the worst moment._

**Responde a:** asked for the company's incorporation deed · proving signing authority · where are the board minutes · corporate documents for a bank

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.

> [!WARNING]
> 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

**En corto**

- Ask what it is for: the whole pack is not always needed.
- Send the version in force and say explicitly that it is.
- And request whatever you do not hold the same day: copies take time.

> [!NOTE]
> 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.

## Ejemplos

**A company reaches signing day and the signatory's power did not cover that transaction.**

- Reviews powers yearly, noting what each covers and until when

→ The next signing does not hinge on discovering the scope that same morning.

**Corporate documents sit in several places.**

- Gathers everything in a company file

→ The handover is prepared in minutes.

**They are requested four times a year and hunted each time.**

- Keeps what was sent, with its date

→ You start from what was sent last time.

**A corporate document is updated and nobody replaces it.**

- Keeps each version with its date

→ The current one is provided.

**Powers of attorney change and nobody says so.**

- Reviews authority periodically

→ The record stays current.

**A document is missing and it is discovered mid-transaction.**

- Checks what is missing before starting

→ The gap closes with time to spare.