BlogEntrepreneurship & BusinessLegal ResourcesIntro to Business: Company’s Constitution and Legit’s Platform

May 16, 20220
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Readers usually ask us: “Legit, I want to register my business at the National Business Center. Do I really need a Company’s Constitution?”

Unlike the lawyer’s typical answer (which is “it depends”), in this case we always say: YES.

“In the beginning it was the Company’s Constitution, and it was with the partners.”

What is the Company’s Constitution?

 

A Company’s Constitution is the most important act for the establishment of a legal entity. Through this document, the founders express the common will to establish a company, to determine the legal form of its organization, decision-making bodies and the internal governing policies.

Practically, the Company’s Constitution is a must have written document for the founders who want to register a business at the NBC, regardless of whether they are registering a startup or another legal entity.

 

Can I register the company without a Company’s Constitution? 

 

A business plan can be drafted without having yet a written company’s constitution – which helps  the founder reach their economic objectives, but a company cannot be registered without a company’s constitution. 

 

How to register a company?

 

A company is registered at the commercial register of the NBC, by submitting the application for initial registration, and all the mandatory documents as required by the legislation in force. These documents are: the company’s constitution and the shareholders agreement – if these are drafted as two separate documents, the acts naming the governing bodies of the company – if these are not specifically included in the above acts, and any other document as required by the legislation in force.

In this post we will only elaborate the registration of a limited liability company (sh.p.k), as it is the most preferred form of doing business. Establishment as “sh.p.k” has legal and administrative facilities. Usually, companies are established by 2 or more natural and/or legal persons, who commonly agree on the economic objectives and financial contributions to the company, as defined in the company’s constitution. In the case of sh.p.k-s, they can be established by only 1 natural or legal person.

 

Necessary documentation for the registration process:

 

  • The application form for initial registration as sh.p.k.
  • Company’s constitution and shareholders agreement
  • Identification document of the administrator and partners (natural persons)
  • Authorization for the legal representative to act on behalf of the company (if the application is not made by the founder himself)
  • Identification document of the authorized representative (if there is a representative)
  • Bank mandate/notary certificate for the payment of the capital in cash (if the capital has been paid)

 

Company’s constitution and validity of the registered company

 

With the new legal changes, one of the reasons that may cause the invalidity of an established limited liability company (sh.p.k.) is the lack of a company’s constitution in a written form. However, this situation can be easily avoided, as the initial documentation is reviewed by the competent authorities at the NBC, and if there is any lack of  information in the submitted documents, the applicant will receive back the materials for further amendments. 

 

Data in the Company’s Constitution

 

  • Name of the company
  • Legal form 
  • Date of establishment
  • Identification data of the founders
  • Headquarters 
  • The object of company’s activity (if defined)
  • Company’s activity duration
  • Identification information of persons responsible for the administration and representation of the company in relation to third parties, powers of representation, as well as the conditions of their appointment
  • Copies of signatures of company’s representatives with third parties
  • The value of the paid share capital
  • Number of shares of paid capital 
  • The nominal value of each part
  • Participation in capital
  • The value and type of contribution of each partner
  • Information on whether the initial capital has been paid or not

 

Why is the Company’s Constitution so important?

 

The following data identify a company: 

  • Legal form
  • Commercial name
  • Ownership
  • Administration
  • Headquarters

Founders are legally obliged to fill in these data in the company’s constitution, because companies are identified as legal subjects through their form of organization, commercial name, unique identification number and headquarters location. Also, parties can determine the internal governance, by setting their rights and obligations in the company’s constitution.  

 

How to draft a Company’s Constitution?

 

Using Legit’s Platform you can draft any legal document tailored to your needs. The Company’s Constitution is the first legal document we have drafted to help the young entrepreneurs start their own business.

 

Generate a Company’s Constitution in a few minutes, following these steps:

 

Legit advice: Keep an identification document near you, while drafting the company’s constitution (if you are a single founder), or identification tools of all founders – if you are more than one.

 

Is the Company’s Constitution valid?

 

Our lawyers have drafted all the platform’s documents in accordance with the requirements of the legislation in force. While using the platform, you will have to answer several questions, in order to draft a company’s constitution tailored to your business’ needs.

Every section has explanatory information, so users can easily give answers.

Do you need a Company’s Constitution?

 

Draft it here!

If you are starting a new business, our eGuides can help you with legal advices:

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