Collection of deeds

What it means

The collection of deeds is the documentary half of the commercial register. The register shows what currently holds for a company, while the collection keeps the papers that put it there, maintained electronically by the registry court.

It is not the same as an extract: the extract gives the present state, the collection gives the reason and the date. Financial statements no longer go into it directly; they reach it through the register of financial statements.

Deeds are added to the collection and old ones are never taken out. Anyone who wants the wording of the articles that applies today looks for the latest consolidated version, not the first document the system displays. The older deeds, in turn, show who used to be a shareholder and on what terms they joined or left the company.

How it works in practice

Into it go the articles of association in their consolidated wording after every change, the statutes of a joint-stock company, general meeting decisions appointing and removing directors, signature specimens and valuations of non-monetary contributions.

The deeds are attached to the application for a register filing and the court publishes them. Banks, counterparties and due diligence read them because they carry the history of a company that an extract never shows.

When vetting a larger partner, we also look in the collection for valuations of non-cash contributions. Registered capital that looks solid in the extract was sometimes paid up with an old car or software valued on paper. The valuation shows what really stands behind a figure the extract merely repeats.

What to watch out for

A change of director needs an officially certified signature specimen and, where the articles name the director, their consolidated wording too. Without them the court refuses the filing, the bank will not rewrite the signing rights on the account, and for weeks nobody can authorise a payment.

A removed director whose removal has not yet been entered and published can still bind the company towards third parties acting in good faith. Until the change is registered, the company cannot defend itself by saying the general meeting had already removed him. The filing with all its deeds therefore goes in right after the decision, not when someone finds the time.