What’s is First Minutes (First Resolution) of a Company?
This document, or a set of documents, represent a number of important official decisions carried out by the Subscriber or by the Registered Agent after the offshore company is incorporated. These resolutions shape the internal structure of the company. The First Resolutions would contain information about the name, Registered Address and registration number of the new company and they would establish who is the Registered Agent of the company, who are appointed director(s) of the company, how many shares are being issued to the shareholders, and who are those shareholders. Sometimes, as the case may be, the First Resolutions would also deal with appointing a Secretary to the offshore company, appointing accountant, auditor, attorney or any other consultant or advisor to the company, resolving to open a bank account with a particular bank and appointing the account signatories to such account, appointing someone to act as Agent for the company, etc.
The First Minutes or First Resolutions are usually signed by the Subscriber or by the Registered Agent of the company. The First Minutes is usually the best document to look at if you wish to quickly get to know all the important particulars of the company. Usually, the First Resolutions are not getting filed onto a public registrar (unlike Memorandum & Articles), but some of the information contained in those Resolutions can be filed as an option, if the company owners want it to be filed. So, for example, in British Virgin Islands the particulars of the Directors and Shareholders of a Business Company MAY be filed with the Registrar (and thus, become part of the public record), if the beneficial owners of the company so wish.
Obviously, when the offshore company commences operations, there may be further changes in its structure. Resolutions on such changes may be carried out by the Directors or by the Meeting of Shareholders of the company, depending on the weight of the decision and on how the Memorandum and Articles prescribe such decisions to be carried out.
Normally, all Resolutions as to any structural changes or replacements in a company must be kept on file with the Registered Agent of the Company. If such resolutions are not carried out by, or in the presence of the Registered Agent, they should be submitted to the Registered Agent for due filing and registration on the (internal) file of the Company.
Specimen Minutes of First Directors of an Offshore Company
[NAME OF COMPANY]
MINUTES OF THE FIRST MEETING OF THE DIRECTORS HELD ON THE [DATE OF MEETING].
[NAME(S) OF DIRECTOR(S)]
It was resolved that in accordance with Article [NO. OF ARTICLE] of the Articles of Association, the Subscriber [NAME OF SUBSCRIBER] had appointed the following persons as the directors of the Company and that the named directors had signed consent to act as directors of the Company:
[NAME(S) OF DIRECTOR(S)]
CHAIRMAN OF THE MEETING:
[NAME OF CHAIRPERSON] was selected as Chairman of the meeting.
There being a quorum present, the Chairman declared the meeting properly constituted.
It was noted that the company had been incorporated in the British Virgin Islands on the [DATE OF INCORPORATION], I.B.C. No. [COMPANY REGISTRATION NUMBER].
It was noted that the registered office of the company be at [ADDRESS OF REGISTERED OFFICE], British Virgin Islands.
It was noted that the registered agent of the company be [NAME OF REGISTERED AGENT].
It was resolved that the seal, an impression of which is hereto affixed, be and is adopted as the Common Seal of the Company.
ISSUE OF SHARES:
The Directors approved the following issue of shares:
|Holder||Certificate No.||No. of share|
|[NAME OF SHAREHOLDER]||[NUMBER OF SHARE CERTIFICATE]||[NUMBER OF SHARES]|
As a result of the issuance of shares, it was resolved that the share certificates be issued as under:
|Holder||Certificate No.||Shares Numbered||Par Value|
|[NAME OF SHAREHOLDER]||[NUMBER OF SHARE CERTIFICATE]||[NUMBER OF SHARES]||[FACE VALUE OF SHARES]|
And that they are signed and sealed.
BOOKS AND RECORDS:
It was resolved that the books and records of the company should be maintained outside the British Virgin Islands at an appropriate location to be decided at a later date.
There being no further business, the meeting terminated.
Signed this [DATE OF SIGNING].
Chairman of the meeting