Whether it is for an acquisition, refinancing, or starting a
business overseas, gathering documents from multiple jurisdictions
following varying local procedures can be highly administrative and
Different jurisdictions have a variety of official documents
that are available to evidence a company's business eligibility
and prove compliance.
For instance, companies that are looking to establish an entity
China are required to process or check approximately 15 to 20
official documents, while there is an average of 11 documents that
are necessary in the
Czech Republic. And, to obtain copies of corporate documents in
Canada, companies need to submit a written request to
Innovation, Science and Economic Development Canada (ISED).
These official corporate documents are often requested as part
of the due diligence process for new business relationships or
acquisitions; but it can be complicated to fully understand when
searching for the correct documents to achieve goals.
Below are some of the documents and explanations to what they
Certificate of Good
Standing confirms that a legal entity is correctly
registered in that country. It usually provides information of the
legal entity, including the full name, registration number,
registered capital, registered address, business scope, business
term and shareholder.
Incorporation confirms that a legal entity is correctly
registered in that country. It usually provides the full name and
registered number of the legal entity as well as date of
Association are the bylaws of a company. A document which
defines the name and the home municipality of the company, the kind
of business to be undertaken and the rights to represent the
company, etc. It provides the internal regulations for a company,
such as, rules governing the holding of meetings, appointment of
directors and share transfer. The certificate is used for a number
of reasons including due diligence, proof of establishment and
banking arrangements. The actual information included on the
certificate will vary depending upon different jurisdictions.
Compliance confirms a legal entity is in force, regular
and full compliance. It certifies that the company exists; has
filed the required annual return, and has paid all required
Proof of Formation
confirms that a legal entity is correctly registered in that
country. It usually provides the full name and registered number of
the legal entity. The excerpt may include statutory filing
information (last financial statements, submissions etc.) but it
does not specifically confirm that an entity is compliant with its
statutory obligations. It is used for a number of reasons including
due diligence, proof of establishment and banking arrangements. The
actual information included on the excerpt is often information
that is available to the general public and will vary depending
upon the jurisdiction.
Entity status check
verifies public information and confirms that the entity is
formally registered with the authorities, as most jurisdictions
maintain and make publicly available a list of all registered
are copies of signed accounts filed annually.
Having correct and accurate documentation can help companies
avoid the back-and-forth revision of documents that may result in
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With a view to promote corporate transparency and prevent misuse of corporate vehicles for illicit purposes such as corruption, tax evasion, money laundering, the Financial Action Task Force ("FATF")...
An assignment of rights under a contract is normally restricted to the benefit of the contract. Where a party wishes to transfer both the benefit and burden of the contract this generally needs to be done by way of a novation.
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