How to open a company


In this section we will tell you about the procedure of Company registration from the moment when you realize that you need a to open a company and to the day when you receive all the corporate documents after registration.

  1. Firstly, you need to choose the jurisdiction in which a company will be registered. Our experts can assist you in choosing the optimal variant in accordance with the objectives and tasks facing you.
  2. Where jurisdiction is chosen, it is necessary to verify that you can use the chosen company's name. 
    As a rule, one has several options for the company's name (the second / third name - in case the first is already exists). However, in this case, one must remember that in many jurisdictions using words that indicate the relationship with the Government, Royal Family, etc. is prohibited. In some countries an increased amount of authorized capital can be required if the words pointing to the massive nature of business are used in the company name. It is prohibited to use the word "bank", "Insurance" and similar special terms without a license. We can check availability of any name you choose in the Register of any jurisdiction.
  3. The next step is determination of the size of the share capital and its allocation in shares. The following categories of capital are distinguished:
    1. authorized - the total amount of capital in which limits a Company can issue shares;
    2. issued - a part of the capital used for issuance of shares which will be allocated among shareholders later; - paid - a part of the issued capital which is paid by shareholders;
    3. reserved - a part of the authorized capital which has not yet been allocated and may be issued if necessary under the decision of the company shareholders.
    Typically, each jurisdiction has its own standard requirements for the size of authorized share capital, that is why it is more convenient to specify its size while registering a company but issue for allocation only the necessary number of shares. In many jurisdictions, there is no obligation to pay the share capital.
  4. Further you need to decide whether you will be a shareholder / director of the company, or you prefer to remain incognito.
    • If for some reason you want to be the owner of the company officially, in most jurisdictions you will have to submit only passports (national, which states your residence and international) for making copies of them. To open a company in certain jurisdictions might require additional references from your partners / bankers, and the signing of Declaration of shareholders / directors / beneficial owners.
    • If you do not want that information about you as the owner and manager of the company was available, you can use our nominee service. In this case, another person will be listed as a shareholder / director of your company.
      • For the disposal of shares, certificates on which in this case will be issued in the name of nominee, you will receive a trust declaration. It will indicate that the nominee director owns shares in your favor and may enter into transactions according to your instructions only.
      • To representing the company, making transactions on its behalf, managing bank accounts and other activities, the company director will issue a Power of Attorney, and you can use it if necessary.
  5. Once all the issues have been resolved and you've made the final choice, you can begin to prepare constituent documents.
    The main constituent documents of the company in most countries are:
    • Memorandum of Association
    • Articles of Association
    • Certificate of Incorporation
    Memorandum and Articles of Association are prepared and signed by a local service company which cooperates with the State Registrar of jurisdiction.
    • Memorandum of Association sets the "fundamentals" of the company, its powers and duties as a legal entity and shall include the following information:
    • The name of the company. It must point to the limited liability by the words Limited, Ltd., Sometimes: Sociedad Anonima, SA, GmbH, Corporation, Corp. and so on.
    • The registered office of the company. It is analogous to the legal address in Russia. The registered office of a company is always in the country of its registration and is typically used only for contacts with government agencies and receiving correspondence. The relevant documentation is kept In the registered office, such as registers of shareholders, directors, employees, etc.;
    • Registered agent and its address. The registered agent is mandatory in many countries. They are responsible for submitting annual reports and sending official correspondence, keeping registers of shareholders, directors, employees, etc. Usually, the registered agent is resident in the country of incorporation. Typically, the address of the registered agent matches the address of the registered office;
    • Purposes for which the company is created. The company can do any kind of business. However, a license is required for the conduct of some activities. So, without a license such activities as the banking, trust, insurance and certain other businesses are banned;
    • Information about limitation of liability of shareholders;
    • The authorized capital and its allocation in shares;
    • The names of subscribers of Memorandum. In those jurisdictions where it is needed, the employees of local service providers can be the subscribers. Standard number of subscribers is two. Under the legislation of majority of Anglo-Saxon jurisdictions, the subscribers must have one share each at the time of company registration.
      However, in other jurisdictions subscribers of Memorandum and Articles of Association are shareholders of the company.
    • Articles of Association defines the internal organization of the company. The relationship between shareholders, the relationship between the company and shareholders, issuance of share capital (shares), the order of appointment of directors and their detailed powers, and the order of meetings.
    An official of the State Registrar of Companies accepts (checks and registers) the above documents. If all the documents meet the requirements for registration of companies, then a Certificate of Incorporation is issued. The company is deemed registered with the issuance of Certificate of Incorporation by the State registrar. As a rule, this document contains the name and company, registration number, the date of issue and signature of an authorized official. After the registration process is complete, subscribers of Memorandum and Articles appoint the first director (directors) by the protocol. Now their functions are deemed performed.
    The appointed directors held a meeting at which they appoint a Secretary and managers, choose the company seal, decide on the issue of share certificates, determine the person responsible for opening a bank account for the company, as well as the person who has the further right to sign the bank documents, make a decision about shares issue.
  6. In the end, after the company's registration you will receive the following documents:
    • Certificate of incorporation
    • Memorandum of Association
    • Articles of Association
    • Decision on the appointment of a Director / Directors
    • Apostilled set of the above documents
    • Decision on the appointment of registered agent (where appropriate), registered office of the company, issuance of shares certificate and decision on the place of company documents keeping
    • Certificate of shares
    • Trust Declaration (in case of nominee shareholder is appointed)
    • Apostilled General Power of Attorney (in case of appointment of nominee director)
    • Resignation Resolution of the director with no date (in the case of appointment of nominee director)
    These documents is sufficient to cope with the most tasks, the first of which will probably be Opening a bank account. If in future you will need additional corporate documents, you can always apply to us.