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Entity Documents

An explanation of common entity documents.

Daniel Frazee avatar
Written by Daniel Frazee
Updated over 10 months ago

Operating Agreement, Bylaws, & Shareholder Agreements

Bylaws, Operating Agreements, and Shareholder Agreements are internal company documents, to be produced by the company itself and authorized by its managers and/or members. Because of this, these documents are not registered in Próspera’s registry, and are maintained privately. It is incumbent upon the entity organizer to create and maintain these documents. We strongly recommend hiring a qualified attorney to handle this.

Articles of Incorporation (For-Profit Corporation & Non-Profit Corporation)

Articles of incorporation are legal documents that establish a corporation as a legal entity with personhood. They are required to state the company's name, street address of the corporation’s initial registered office and the name of its initial registered agent at that office, and name of each incorporator. They can also include other provisions more typically specified in the corporate bylaws, if desired. In Próspera, the basic form of articles of incorporation is typically filed electronically with the General Service Provider in the capacity of Registrar of the Entity Registry by a resident using the ePróspera governance system. Manual forms for more complicated filings are also available. The filing fee is $150.00 or 3600 Lempira, or the equivalent in Qualifying Cryptocurrency. A suffix is needed to denote the company as a corporation; typically, this would be: "Inc." or "Corp." but there are other recognized options.

Certificate of Organization LLC

The certificate of organization is a document required for the formation of a limited liability company. In Próspera, it is typically filed electronically with the General Service Provider in the capacity of Registrar of the Entity Registry by a resident using the ePróspera governance system. The certificate must state the name of the limited liability company; the street and mailing addresses of the company's principal office; and the name and street and mailing addresses in Próspera ZEDE of the company's registered agent. It can be amended or restated at any time. The filing fee is $150.00 or 3600 Lempira, or the equivalent in Qualifying Cryptocurrency. Keep in mind that a suffix denoting the limited liability company as such is necessary. We recommend "L.L.C." or "LLC" if you intend to do business primarily in places that are English-speaking. "S. de R.L." is recommended if you intend to do business primarily in places that are Spanish-speaking.

Certificate of Trust

A Certificate of Trust is a document required to form a statutory trust in Próspera ZEDE. In Próspera, it is typically filed electronically with the General Service Provider in the capacity of Registrar of the Entity Registry by a resident using the ePróspera governance system. The certificate must include the name of the statutory trust, the street and mailing addresses of the trust's principal office, the name and addresses in Próspera ZEDE of the trust's registered agent, and a statement indicating whether the trust may have one or more series. The certificate may contain additional terms, but this will require a manual filing with the Registrar due to distinct compliance requirements. Once the certificate becomes effective, the statutory trust is officially formed.

Foreign Registration Statement

A Foreign Registration Statement is a document that a foreign legal entity (corporation, limited liability company, statutory trust, etc.) must submit to the Registrar of the Próspera Entity Registry for filing in order to register for business activities in Próspera ZEDE (this can be done online at http://eprospera.com/). This statement must be signed by the foreign corporation and include the corporate name, the jurisdiction of formation, the street and mailing addresses of the corporation's principal office, and the street and mailing addresses of the corporation's registered office in Próspera ZEDE, along with the name of the registered agent. The filing fee is $50.00, 1200 lempira, or the equivalent in Qualifying Cryptocurrency.

Annual Report

The annual report is a document that every corporation, limited liability company, statutory trust, or registered foreign entity is obligated to complete each year. This report provides important financial information and other relevant details as required by the Próspera legal code. The report must include the name of the entity, the name and addresses of its registered agent in Próspera ZEDE, the addresses of its principal office, as well as other entity-specific information, such as the contact information of at least one trustee in the case of a statutory trust. The information in the report must be current as of the date the report is signed. The first report must be delivered after January 1 and before April 1 of the year following the calendar year in which the company’s certificate of organization became effective or the foreign company registered to do business in Próspera ZEDE. Subsequent reports must be delivered in the same period of each second calendar year thereafter.

Articles of Dissolution

The articles of dissolution are documents delivered to the Registrar of the Próspera Entity Registry for filing when a corporation decides to dissolve. Similar forms must be filed to effectuate the dissolution of other entities. These documents must include the name of the entity, the date that dissolution was authorized, and if dissolution was approved by the shareholders (or relevant ownership or beneficial interest holder(s)), a statement that the proposal to dissolve was duly approved in the manner required by the Rule and by the articles of incorporation. The articles of dissolution take effect at the effective date. A corporation is considered dissolved upon the effective date of its articles of dissolution.

Application for Registered Name

An application for registered name is a process where an entity seeking to register its name in the Próspera Entity Registry submits an application to the Registrar or a designated authority. The application should include the entity's name, jurisdiction, date of formation, and any alternate name. If the Registrar or designated authority determines that the applied name is available, it will be registered for the exclusive use of the applicant. The registration of a name under this section remains effective for a period of one year from the date of registration.

Amendment to Articles of Incorporation

An Amendment to Articles of Incorporation refers to the changes made to a corporation's articles of incorporation. These changes can include adding or changing a provision that is required or permitted in the articles of incorporation as of the effective date of the amendment, or deleting a provision that is not required to be contained in the articles of incorporation.

Amendment to Certificate of Organization LLC

An amendment to a Certificate of Organization for a Limited Liability Company (LLC) is a change or modification made to the original certificate of organization. To amend the certificate, the LLC must submit an amendment to the Registrar of the Próspera Entity Registry for filing. The amendment must include the name of the company, the date of filing of its initial certificate, and the text of the amendment.

Amendment to Foreign Registration Statement

An Amendment to Foreign Registration Statement is a document that a registered foreign entity, such as a limited liability partnership, corporation, or statutory trust, must file in the event of certain changes. These changes can include a change in the entity's name, jurisdiction of formation, or certain required addresses. This amendment must be signed and delivered to the Registrar of the Próspera Entity Registry for filing.

Statement of Change Registered Agent Office

A Statement of Change Registered Agent Office refers to a document that is filed when a registered agent changes its name or address. This document is delivered to the Registrar for filing and must include the name of the legal entity represented by the agent, the agent's current name in the Registrar's records, the new name if applicable, and the new address if applicable. Once filed, the registered agent must promptly notify the represented legal entity of the filing and the changes made.

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