Certificate of Formation for Bahrain

Your Certificate of Formation in a Bahraini Registration File

In several states, including Delaware for LLCs and Texas for most business entities, the document that creates a company is called a certificate of formation. It plays the same role as articles of organization or articles of incorporation in other states: it is the founding document filed with the state, and it is what Bahraini registries look for when they ask for a foreign company’s “constitutional documents” or “memorandum”.

Why it often isn’t enough on its own

U.S. formation documents are short. A Delaware LLC’s certificate of formation, for example, typically states little more than the company’s name and its registered agent. It does not name the members or managers, describe ownership, or set out who may sign. Bahraini authorities, used to fuller memoranda of association, usually want those facts too. They are supplied by the company’s internal documents: the operating agreement (or bylaws), and often a certificate of incumbency or secretary’s certificate listing members, managers and officers. Plan the Bahraini file as a set rather than a single document.

Certified copy, with all amendments

For Bahrain, order a certified copy of the certificate of formation from the state that filed it. If the company has changed its name, purpose or structure since formation, ask for the certified copy with all amendments, or a restated certificate, so that the document matches the company’s current name and the rest of the file. A copy from the company’s own records, even an original stamped “filed”, is not what the state apostilles. The certification must be issued now by the state.

Apostille by the filing state

As a state record, the certified copy is not notarized. The same state issues the apostille. The internal documents follow the private-document route instead: an officer or manager signs a certificate attaching the operating agreement or listing the incumbents, before a notary, and the notary’s state apostilles it. Bahrain has accepted apostilles since December 31, 2013, so no U.S. Department of State or embassy step is needed for either.

Where it is used in Bahrain

The certificate of formation supports a branch or subsidiary registration on Sijilat, a U.S. LLC subscribing for shares in a Bahraini company, bank account opening, and regulatory licence applications. The Ministry of Industry and Commerce, or the bank, will usually ask for a certified Arabic translation made in Bahrain. Keep the company’s English name and its Arabic rendering identical in every document filed.