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Old 22.04.2010, 13:59
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Incorporation, need 'Secretary Certificate', what can we get in the US?

Hello all - I am in the process of incorporating in Switzerland a wholly owned subsidiary of a Florida corporation. Got all the documents ready, but we are stuck in the following, which the lawyers tells us in necessary to incorporate in canton Zug. The owner (XXX below) is not coming, the Power of Attorney is the one he grants me powers to do this and act as director of the Swiss company.

We are having problems finding out this document in the US. The US company's Articles of Incorporation, which shows XXX as majority shareholder, are not enough.

Does anyone has any idea what document we should get in the US for this?

Thanks for any help,

Juan Miguel Venturello

Secretary Certificate
We also need this certificate, which confirms, that XXX is entitled to sign the Power of Attorney for this company. The provided articles of incorporation do not indicate that he has got signature authority. These articles only show, that he has been elected as director.

We need a document, what ever it is being called, which confirms, that XXX has got signature authority; e.g. a document legalized and with apostille that confirms that he is the main shareholder and has got signature authority as director). The US people might ask a lawyer over there, where to go for it.
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Old 22.04.2010, 17:16
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Re: Incorporation, need 'Secretary Certificate', what can we get in the US?

Hello, I am not quite sure where your difficulty lies.

Is it not the case that in America there is a requirement to formally list directors with the company registrar? If so you need that document. (A director in the USA has a right to act on the companies behalf according to Swiss law in the same way as in Switzerland. A shareholder of course does not which I think is the confusion of your lawyer.)

If not you need a document on company paper which lists the directors and is signed by a director witnessed by a notary public that the said director is empowered to act on behalf of the company. The Swiss Consul offers an apostalate service to validate this by the way.

The shareholding does not necessarily say that the majority shareholder has any say in the companies day to day business. ie they could be a sleeping partner.

Does that help? IF not who is your lawyer? You can PM me exactly what they say.

Cheers

Richard


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Hello all - I am in the process of incorporating in Switzerland a wholly owned subsidiary of a Florida corporation. Got all the documents ready, but we are stuck in the following, which the lawyers tells us in necessary to incorporate in canton Zug. The owner (XXX below) is not coming, the Power of Attorney is the one he grants me powers to do this and act as director of the Swiss company.

We are having problems finding out this document in the US. The US company's Articles of Incorporation, which shows XXX as majority shareholder, are not enough.

Does anyone has any idea what document we should get in the US for this?

Thanks for any help,

Juan Miguel Venturello

Secretary Certificate
We also need this certificate, which confirms, that XXX is entitled to sign the Power of Attorney for this company. The provided articles of incorporation do not indicate that he has got signature authority. These articles only show, that he has been elected as director.

We need a document, what ever it is being called, which confirms, that XXX has got signature authority; e.g. a document legalized and with apostille that confirms that he is the main shareholder and has got signature authority as director). The US people might ask a lawyer over there, where to go for it.

Last edited by Richard; 22.04.2010 at 17:17. Reason: wrong keyboard layout
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