Resolution of the sole owner of the capital

Published byDocMuse

The resolution by which the owner incorporates the company, adopts the constitutive act, fixes the registered seat and the capital, and appoints a managing director. It is filed together with the constitutive act and repeats the same particulars — fill both in at one sitting so that they cannot disagree.

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Common questions

Why do I need a resolution when the company is mine alone?

Because the company is a separate person from its owner, and its will is expressed by a document. The register, the bank and the accountant want to see the resolution, not to be told what you decided.

What is decided by a document like this?

A change of managing director, of address, of name, of capital; the adoption of the annual accounts; the distribution of profit. Each is a separate resolution and is usually filed with a separate application.

Does the resolution have to be notarised?

It depends what is being decided. For some changes, including to the managing director, notarisation of the signature is required, and sometimes of the content as well. Check for the particular entry before going to the register.

From what date does the resolution take effect?

Between you and the company, from the date of the resolution; as against third parties, usually from the entry in the register. So the date on the document and the date of entry often differ, and that is normal.