How to prepare a company's documentation for the arrival of a new investor?

Before a new investor comes on board, it is recommended to verify that the company's corporate documentation is complete and up-to-date. This preparation facilitates due diligence and helps determine the documents and authorizations required for the transaction.

The first step is to determine how the investor will become a shareholder. They can, for example, subscribe to new shares issued by the company or acquire shares held by an existing shareholder. The required documents and formalities will vary depending on the chosen structure.

Before the transaction, it may be necessary to:

• check and update the minutes book;
• verify that the corporate records reflect the current situation of the company;
• confirm the shareholding structure and the outstanding shares;
• verify that previous share issues, transfers, repurchases, purchases and cancellations have been properly documented;
• examine the categories or series of shares and the rights attached to them;
• verify subscription rights, options or other rights that may result in the issuance or acquisition of shares, if applicable;
• check the statutes and their amendments as well as the regulations;
• examine any shareholder agreements, if any, and any restrictions that may apply to the transaction;
• prepare the resolutions and other corporate documents necessary for the investor's arrival;
• gather the financial, contractual documents and other information that may be requested as part of the due diligence process.

When an investment involves issuing new shares, it is also necessary to determine the class of shares to be issued, the rights attached to them, and the required corporate authorizations. Depending on the proposed structure, an amendment to the articles of incorporation or a shareholders' agreement may also be required.

If the investor acquires shares from an existing shareholder, it is necessary to check the restrictions on the transfer of shares and the rights that may be provided for in the articles of association or in a shareholders' agreement.

Complete corporate documentation allows the investor and their advisors to more easily verify the legal structure of the company and the rights associated with the proposed investment.

In summary , preparing a company's documentation before an investor's arrival involves first verifying its corporate structure and shareholding, then determining whether the investment will take the form of issuing new shares or transferring existing shares. The necessary documents and authorizations can then be prepared based on the proposed transaction.