Corporate Documentation Lawyers
We prepare assembly minutes, shareholder resolutions, powers of attorney and other corporate records.
Overview
Corporate documents are not archive material. They are what you are asked for when opening a bank account, when an investor comes in, and in any dispute between shareholders. A company without an organised resolution record discovers this at the worst moment: when a third party asks it to prove who holds signing authority.
We prepare and update corporate documentation: articles of association and their amendments, assembly minutes and shareholder resolutions, board and committee charters, share registers, and delegation and authority forms. We build an organised record that can be handed to any counterparty in hours rather than weeks.
The working rule: every decision is documented at the time. A minute written a year later loses its evidential value in practice, and an undocumented decision becomes a dispute between the same people who agreed it in a meeting nobody recorded.
The legal framework
Corporate documents are governed by the Companies Law and supervisory requirements:
- The Companies Law on articles, assemblies and resolutions
- Ministry of Commerce requirements for notarising resolutions and publishing amendments
- The corporate governance regulations for entities subject to them
- Rules on shareholder registers and keeping them updated
- Rules on delegation and authority and their effect against third parties
- Documentary requirements in banking and government transactions
Situations we handle
Updating outdated articles
Many older constitutions repeat restrictions the law no longer imposes and omit flexibility now available.
Preparing a resolutions pack for a transaction
Transactions need resolutions in specific wording. A generic template is rejected by the bank or the counterparty.
Building a resolution record from scratch
Many companies operate without one. Building it later is possible but requires reconstruction and subsequent signatures.
Delegation and authority forms
Unclear delegation either blocks operations or grants wider authority than intended — both expensive.
Documents required to open a bank account
Banks require a defined pack. Preparing it in advance saves weeks of refusals and completion requests.
Costly mistakes we see
- 1
Verbal decisions with no minutes
An agreement in an unrecorded meeting becomes a dispute between the very people who made it.
- 2
Minutes written retrospectively
A late minute loses its evidential value and can be challenged, particularly in shareholder disputes.
- 3
An out-of-date share register
An unregistered transfer creates a conflict between reality and the register that surfaces at the first transaction.
- 4
Open-ended delegation
A general power grants wider authority than intended and is difficult to revoke against third parties acting in good faith.
How the procedure runs, step by step
Corporate documents are what prove a decision was taken properly. A sound decision that is not documented is treated as if it never happened by a bank, an investor, or a court.
- 1
Inventory the existing documents and the gaps
We review the constitution, assembly and board minutes, the shareholders’ register and the authorisations. The most common gap is years with no general assembly minutes, and it is the first thing requested in any diligence.
- 2
Build the core document set
We prepare templates for assembly and board minutes, resolutions, authorisations and the shareholders’ register. Ready templates make documentation a routine step rather than a project each time.
- 3
Regularise earlier decisions
Decisions implemented without documentation can be ratified in a later minute meeting the statutory conditions. Fixing it now is cheaper than meeting the gap in the middle of a transaction.
- 4
Update the official registers
Whatever must be published is updated at the Ministry of Commerce: change of manager, shareholdings, capital or address. An internal resolution has no effect on third parties before publication.
- 5
The annual documentation cycle
We set a calendar: the annual ordinary assembly, approval of the financial statements, the board report, and updating the shareholders’ register. Keeping the cycle is what makes the company diligence-ready at any time.
Documents we will ask you for
- The constitution and articles of association
- Available assembly and board minutes
- The shareholders’ register and ownership structure
- Current authorisations and powers of attorney
- The approved financial statements
- The commercial register and its latest updates
Fees and timelines
The constitutional document package is offered at a fixed fee. Resolutions and minutes are priced per pack according to number and complexity. An annual arrangement covering documentation of resolutions through the year is available for companies with continuous activity.
On timing: a defined resolutions pack takes one to three working days. Updating articles or building a full resolution record takes one to three weeks depending on the company's age and what needs organising.
Common questions
What documents does every company need?
Articles of association and their amendments, the share register, assembly minutes and shareholder resolutions, and a delegation of authority with signing forms. That pack is what is requested by banks, in transactions and in disputes.
How do we document shareholder resolutions?
With a minute written at the time recording the date, attendance, quorum, the text of the resolution and the voting result, signed and kept in an organised register. Late documentation loses its evidential value.
Must every decision be documented?
Decisions affecting ownership, authority, capital or significant obligations must be. Day-to-day operational decisions are handled through a delegation of authority rather than separate minutes.
What if we have no resolution record?
It can be built retrospectively by reconstructing what actually happened and ratifying it through later resolutions. The result is weaker than contemporaneous documentation but far better than continuing without a record.
Do we need to update our articles?
Usually yes. Many older constitutions repeat restrictions the law no longer imposes and omit flexibility available today. A short review typically surfaces three or four clauses worth updating.
What form of delegation is appropriate?
One defined by scope, duration and financial limit, not an open general power. Loose delegation grants wider authority than intended and is hard to revoke against someone who dealt in good faith.
Do you prepare bank account opening documents?
Yes. We prepare the documentary pack banks typically require and correct anything likely to hold up the application, though the decision remains the bank's under its own policies.
Do you handle notarisation with the authorities?
Yes, under a power of attorney: notarising resolutions, amending the register, publishing amendments and following up on observations through to the final output.
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