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Corporate Law

Corporate Governance in a Growing Company: What to Put in Place Early

By Adv. Becky Fuhrmann

When a company is being established, growing, or entering into a significant collaboration, it is easy to focus on the product, clients, fundraising, marketing, and business operations. Yet these are precisely the stages when it is important to ensure that the company's corporate structure and arrangements are clear and well organized.

Corporate governance is not only for large companies. A private company, startup, partnership, or growing business also needs clarity about how decisions are made, who is authorized to sign, the rights and obligations of shareholders or partners, and how important decisions are documented.

Addressing these matters early can prevent disputes, make it easier to bring in investors or partners, support due diligence, and allow the company to operate with greater stability and clarity.

Here are several matters to address before the company starts to grow:

1. Arrangements Between Shareholders or Partners

When there is more than one founder, shareholder, or partner, it is important to define their relationship in advance. Arrangements that are not clearly documented can lead to disputes later, especially as the company grows, an investor joins, one party wants to leave, or significant decisions need to be made.

A shareholders' agreement or partnership agreement can address matters such as the allocation of rights, decision-making mechanisms, restrictions on share transfers, exit mechanisms, veto rights, roles, obligations, and dispute resolution.

2. Authority to Sign and Act

One of the most important aspects of running a company is knowing who is authorized to bind it. Who may sign agreements? Who approves payments? Is one signature sufficient, or are two required? Are there limits based on the amount or type of action?

Clearly defining signing authority and authority to act prevents ambiguity, reduces risk, and supports orderly day-to-day dealings with banks, vendors, clients, and public authorities.

3. Proper Documentation of Decisions

Throughout their operations, companies need to make decisions on matters such as appointing corporate officers, approving business arrangements, opening bank accounts, allotting shares, approving agreements, and restructuring.

Proper records of decisions made by shareholders, the board, or other authorized persons within the company provide certainty, support sound management, and can be essential during due diligence, fundraising, a sale of business operations, or a dispute.

4. Articles of Association and Company Documents

A company's articles of association and incorporation documents form part of its legal foundation. Many companies operate for years with generic documents that do not necessarily reflect their actual operations.

It is worth examining whether the articles and company documents are suited to the ownership structure, decision-making process, growth plans, arrangements between shareholders, and the company's business operations.

5. Preparing for Due Diligence

When a company seeks investment, brings in a partner, sells business operations, or enters into a significant transaction, the other party may ask to review its corporate documents.

A company with well-organized documents, recorded decisions, signed agreements, and a clear ownership structure demonstrates that it takes its affairs seriously and manages them professionally. Gaps in corporate documentation, however, can delay transactions, raise questions, and even affect the terms of the deal.

6. Risk Management and Compliance

Proper corporate governance is not limited to documents. It also includes clear work processes, allocation of responsibility, internal controls, compliance with legal requirements, and an understanding of the legal risks associated with the company's operations.

As the company grows, orderly management becomes increasingly important in its dealings with shareholders, employees, vendors, clients, investors, and public authorities.

The Bottom Line

Corporate governance is not merely a technical matter. It is the foundation that allows a company to operate in a stable, transparent, and orderly manner — especially ahead of growth, investment, structural change, or significant transactions.

Establishing clear arrangements and signing authority, organizing company documents, and recording decisions early can prevent disputes, save valuable time, and support informed business and legal decisions.

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