Minute of incorporation of a company: what it is and its function

If you are an entrepreneur and want to form your business, you should know everything about the minute of incorporation of a company. It is convenient that you take into account the legal obligations to which you will be subject and the protocols that you must comply with.

Legal aspects to consider for the preparation of a minute of incorporation of a company

To move ahead with the registration four aspects are to be considered: the name of the company that gives it its identity and distinguishes it from the others, which must be protocolized before the Chamber of Commerce; logging in to tax office website for payment of taxes (RUT); the opening of a bank account and, in the cases provided by law, the registration through a public deed in a notary’s office.

What is a Minute?

It is a document of public deed, prepared by an expert in law that contains the articles of incorporation of a company (called “contract”), which you must present before a notarial official for its notarization.

Objective

Allows to include the description of the commercial activity of the company, as well as the participation of each partner. The date of commencement of operations and the fiscal address of the same must also be stated.

In addition, it is necessary that you consider that the format will depend on the type of company that you are going to create: limited liability company, closed capital company or sole proprietorship.

Key points to prepare the minutes

The articles of incorporation is a document in which the partners of a company express their will to establish a company and in which they indicate all the respective commitments. It is made up of the deed of creation and the statutes themselves, in addition to any annexes that may be added. However, it is advisable to get help from an expert.

To prepare the minutes of incorporation of companies in Colombia, the following is required:

• The Reservation of the Name in Public Registries: To verify that there are no other companies with a similar or identical name registered in the registry.
• Present personal documents: Two copies of the citizenship identification document or passport of each of the partners and spouses.
• Description of the economic activity: It is the wording of the document that must be signed by the interested parties.
• Company share capital: Contribution of the owner or partners.
• Statute: Regime of the board of directors, management, general meeting, the duties and rights of the partners or shareholders.

Sections of a minute

The sections of the articles of incorporation are divided into heading and content.

• Header: This is the part in which the name of the document and the action to be carried out will be drawn up: “Minute of incorporation of a company”.
• Content: It includes a dedication to the notarial arbitrator that indicates who will be part of the company to be created.

Four provisions are set

• First: Declaration of the will of the partners to form the company.
• Second: The amount of the initial investment is established and it is detailed if it will be made with monetary or non-monetary contributions.
• Third: In case of in-kind contributions, the type of asset, the brand and its valuation according to the market are described.
• Fourth: Admission by the company to adjust to legal requirements.

Templates of minutes of incorporation of a company

There are different templates of minutes to establish a company. Here are some of them:

• EIRL with contributions in assets: it is the Individual Public Limited Company with contributions in monetary and non-monetary assets.
• SA assets: it is the Corporation with contributions in non-monetary assets.
• SAC: Closed Stock Company with a board of directors with cash and in-kind contributions.

Finally, it is worth noting that the company incorporation in Colombia requires compliance with certain regulatory and legal aspects, essential to be able to start correctly all operations.