I’m opening a subsidiary overseas, I was asked for a company extract or a document from our company registrar authority. What is that?

Answered by Attorney Dan Roberts.

A company extract is a report that consists of the details about the company like lists of founders, directors, share capital, number of shares, and ownership percentage. It includes corporate documents provided by the company’s registrar authority.

This is an overseas practice. Foreign companies need to register every share issuance with the governmental authority. US companies, on the other hand, don’t have company extracts or a registrar authority. Therefore, it isn’t a standard document in US deals, but often foreign governments will ask for it.

The equivalent to a company extract or report from a registrar authority for US companies is the Certificate of Incorporation and the cap table. For US companies, the Certificate of Incorporation authorizes them to issue shares, but each issuance does not need to be registered with the government. Those issuances are tracked only internally. If a foreign government needs share capital, founders, directors, number of shares, ownership percentages, then a US company can provide them with a cap table. This should be sufficient even though the cap table isn’t an official government document.

(For more info on the Certificate of Incorporation, go here.)

Summary: US companies don’t have company extracts. Use your Certificate of Incorporation and cap table instead.

(Savvi can get you set up on Carta for free to make managing your cap table easy. Get started by making a free account.)

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