First Minutes or First Resolutions This document, or a set of documents, represent a number of important official decisions carried out by the Subscriber or by the Registered Agent after the offshore company is incorporated. These resolutions shape the internal structure of the company. The First Resolutions would contain information about the name, Registered Address and registration number of the new company and they would establish who is the Registered Agent of the company, who are appointed director(s) of the company, how many shares are being issued to the shareholders, and who are those shareholders. Sometimes, as the case may be, the First Resolutions would also deal with appointing a Secretary to the offshore company, appointing

What is an offshore company, anyway? Registered Agent and Address Memorandum and Articles of Association First Minutes or First Resolutions Directors and officers Shareholding structure

accountant, auditor, attorney or any other consultant or advisor to the company, resolving to open a bank account with a particular bank and appointing the account signatories to such account, appointing someone to act as Agent for the company, etc.

The First Minutes or First Resolutions are usually signed by the Subscriber or by the Registered Agent of the company. The First Minutes is usually the best document to look at if you wish to quickly get to know all the important particulars of the company. Usually, the First Resolutions are not getting filed onto a public registrar (unlike Memorandum & Articles), but some of the information contained in those Resolutions can be filed as an option, if the company owners want it to be filed. So, for example, in British Virgin Islands the particulars of the Directors and Shareholders of a Business Company MAY be filed with the Registrar (and thus, become part of the public record), if the beneficial owners of the company so wish.

Obviously, when the offshore company commences operations, there may be further changes in its structure. Resolutions on such changes may be carried out by the Directors or by the Meeting of Shareholders of the company, depending on the weight of the decision and on how the Memorandum and Articles prescribe such decisions to be carried out.

Normally, all Resolutions as to any structural changes or replacements in a company must be kept on file with the Registered Agent of the Company. If such resolutions are not carried out by, or in the presence of the Registered Agent, they should be submitted to the Registered Agent for due filing and registration on the (internal) file of the Company.