After you have made up your mind to start a company and have decided on the name for your business, you need to define the various company formation documents you may receive upon forming your new company.
After your application to sign-up, a new company is accepted by the Companies House; you will receive many important documents of incorporation such as the Articles of Association, the Incorporation Certificate, Memorandum of Association and among others. It is vital to keep a record of all these documents to ensure that your company is functioning properly. Here is a summary of what each of these documents are, and why you will need them for your business.
Company bylaws for corporations
During the process of starting a corporation, the board of directors establishes some of the rules for the corporation usually known as Bylaws. The very first step for a corporation is to have the corporation’s bylaws formed.
Bylaws describe the structure of an organization. They should be customized for each condition and situation. With Bylaws, you can establish and protect the rights, and define the responsibilities of the Board of Directors, an organization’s members, executive committee, and others. Bylaws determine how those in charge are elected or nominated. Also, they help in settling any disputes between the parties. Finally, they must be adopted formally and amended as necessary.
For every business, you need a business plan. The business plans for already existing companies have a focus on evaluating new products, setting overall goals, assessing new technology in the industry, reviewing specific operations, or some other specific purpose. This is because the business plan for a startup is the blueprint for its formation, its operation, and its success.
A business plan exhibits a new company’s strengths and weaknesses. It explains the ways to gain the strengths and minimize the weaknesses, reveals every facet of the business that can be improved, and explains the best method for that development. It also provides a structure for the company’s pursuit of the winner’s trophy. In short, a business plan serves as a road map that leads the business towards its future and assists with any hurdles in between. A business plan is an investment that pays big dividends in the long term.
Memorandum of understanding
This is a declaration made by every member authenticating their aim to set up a company and become a member of that special company. If the company is a limited company by shares, then every member of the company will have to be named in the Memorandum of Understanding, and they should agree to take a minimum of one share each.
Meeting minutes are the documents, either written or recorded which are used to inform the attendees and non-attendees on the discussion during the meeting. Each detail is included in it. It is generally made to keep the records of what happened during the meeting.
The Meeting Minutes usually include
- the names of the participants
- the list of items covered
- decisions and conclusions made by the participants
- the follow-up actions committed by the participants
- due dates for the completion of all the commitments made in the meeting
- any other events or discussions worth documenting for future review or history
The meeting minutes serve as a reminder of the commitments that the team members have made during the meeting. It helps the participants to transfer their meeting commitments to their to-do lists and calendars.
Operating agreement for LLCs
An operating agreement of an LLC is a document that modifies the terms and conditions of a Limited Liability company according to the special needs of its owners. The agreement also describes the functional and financial decision-making in a structured manner. It is very much similar to Articles of Incorporation that administer the operations of a corporation.
Writing an operating agreement may not be a mandatory requirement for most of the states, but it is considered as a crucial document that should be incorporated while setting up a Limited Liability company. The document, needs to be signed by each member (owners). Once it is signed, it acts as a binding set of rules for them to adhere.
The main purpose to draft the document is to allow owners to govern the internal operations according to their own rules and regulations. If you don’t have this document, it means that your business has to be run according to the default rules of your state.
Certificate of Formation
It is also known as the Articles of Organization in several states.
A Limited Liability company (LLC) is formed by filing a Certificate of Formation in the jurisdiction where it wants to be domiciled. Some states only expect that the certificate should contain the name of the LLC, the name of its Registered Agent and the address of its registered office, but these filing requirements vary from state to state, so it is essential to review the statutes governing business entities in the state where you want to form the LLC.
In any business, there may be various situations in which you may want to share the confidential information with another party. But the key is to share the information safely and to make sure that the other party respects the confidential information you are providing them, and they should not use it for your loss.
The common way to protect the secrecy of all the confidential information given to another party is by using a Non-Disclosure Agreement, which is sometimes known as a “Confidentiality Agreement” or “NDA.”
The key elements of Non-Disclosure Agreements
- Description of the parties
- Explanation of what is deemed to be confidential
- The scope of the confidentiality obligation by the receiving party
- The suspensions from confidential treatment
- The term of the agreement
An Employment Agreement is an official document that both the employee and employer enter into in good faith. The basic definition of the “employment agreement” is:
- It refers to a contract of service
- It includes an employee’s terms and conditions of employment in a mutual agreement; or an individual employment agreement
The contract of employment specifies the complete terms and conditions related to the employee duties, place of work, contracted hours and statutory entitlements. In case of any conflict, your standard terms and conditions of employment shall prevail. Any employee privileges will be detailed in your standard terms and conditions of your employment along with any extra benefits that have been negotiated within a collective agreement.
Certificate of Incorporation
Once your company is successfully registered, you will get a Certificate of Incorporation. This certificate contains your personal company registration number and your date of incorporation. Whenever the certificate is issued, it is the final proof that your company has been registered accordingly. Third parties such as banks may also demand to see a copy of your Certificate of Incorporation while giving you a loan as proof that your company has been incorporated successfully.
The date of incorporation, as mentioned in the certificate, is, in fact, your company’s birthday. Your company’s first yearly return will be defined with this date, which is generally 12 months from the date of incorporation.
Articles of Association
The Articles of Association defines the rules and regulations governing the administration of a company. They set out the shareholders’ rights, removal and powers of company officers, dividend distributions, rules governing the appointment, and how board meetings ought to be carried out. As part of your application to register a new limited company, you also need to file the Articles of Association.
An Apostille is a certificate attached to the document sent by a government official after it is notarized. While you are not liable for receiving an Apostille, signers often ask about them. The Apostille Convention presents the interpreted certification of public (including notarized) documents to be used in countries that have joined the convention. Documents designed for use in the participating countries and their territories should be approved by one of the officials in the jurisdiction in which the document has been completed. The Apostille Certificate follows a particular format and must include the following information:
- Country of issue
- Who has signed the document
- The capacity in which the person signed the document
- Details of any seal on the document
- Place of issue
- Date of issue
- Issuing authority
- Apostille Certificate number
- Stamp of issuing authority
- Signature of the representative of issuing authority
Certificate of Good Standing
Certificate of Good Standing is a certificate issued by the Secretary of State or any equivalent agency. The certificate shows that a business that is either LLC, Corporation, or Partnership has adhered to the relevant provisions of the laws of the state and is in good standing, and is authorized to negotiate business or to handle affairs within the state.
If your business is currently in good standing, it will have the Secretary of State seal on it, and it requires to have the latest date. Many states expect you to provide them the copy of the certificate within 30-90 days, which means you can order it from your home state by email, fax or online and then send them the copy of the certificate. However, there are a couple of states that want the certificate to be an actual one. But, you need not worry as these states keep a list of states that only provide this certificate online, and that will be completely fine with them.
How can IncParadise help you?
At IncParadise, we help you with providing some of these documents depending on the state and the type of document required by the state. For more information about the types of documents we provide, look at our services for each state.