Articles of Incorporation for Bahrain

A U.S. Corporation’s Charter in a Bahraini File

For a U.S. corporation, the articles of incorporation (called a certificate of incorporation in some states, such as Delaware) are the charter filed with the state. They set the corporation’s name, its authorized shares and, in many states, its purpose and registered agent. When a corporation registers a branch in Bahrain, sets up a Bahraini subsidiary, takes a stake in a Bahraini company, or opens accounts with a Bahraini bank, the charter is the first document reviewers check.

What the charter does and doesn’t show

Articles of incorporation establish the corporation and its share capital, but they rarely show who the shareholders, directors or officers are today. Bahraini filings therefore pair the charter with the corporation’s governance documents: the bylaws, a board resolution approving the Bahraini project and naming the person who will manage or sign for it, and a certificate of incumbency listing current directors and officers. Together, they let the Ministry of Industry and Commerce or a bank see both the company and its decision-makers.

Restated and amended charters

Corporations often amend their articles over the years, for example to change their name, increase authorized shares or convert to another form. Many also file restated articles that consolidate all changes into one document. For Bahrain, order a certified copy that reflects the current charter: either the original with all amendments, or the latest restated articles. A name on the charter that differs from the name on the board resolution is one of the most common reasons a Bahraini filing is queried.

Large and listed corporations

For subsidiaries of large groups, Bahraini banks and regulators may want to trace ownership to the ultimate parent. Where that parent is publicly listed, its public filings can sometimes serve as evidence of ownership. Ask the Bahraini bank or regulator what it will accept before preparing a long chain of certificates for every intermediate company.

Apostille route

The articles are a state record: order a certified copy from the state of incorporation, and that same state issues the apostille, with no notary. The bylaws, resolution and incumbency certificate are signed by the corporate secretary or another officer before a notary and apostilled by the notary’s state. Bahrain has accepted apostilles since December 31, 2013, so there is no U.S. Department of State or embassy step.

Arabic rendering

A certified Arabic translation is made in Bahrain for official filings. Agree on the Arabic form of the corporation’s name, including how “Inc.” or “Corporation” is rendered, and use it everywhere.