# Corporate records

URL: /systems/corporate-records · Id: `system:corporate-records`

> Corporate records keeps the legal Company behind a Startup: formation, officers, registered office, filings, board resolutions and good standing.

Corporate records keeps the legal [Company](/business/nouns/company) behind a [Startup](/business/nouns/startup): formation, officers, registered office, filings, board resolutions and good standing. Every annual filing runs on a clock it watches.

## Summary
| Part | This System |
| --- | --- |
| Group | Legal and corporate |
| Status | Beta: it works, and its Verbs may still change |
| Shelf | Front: offered from a Startup’s first days |

You can ask:

- “Record the board’s approval”
- “Is the company in good standing?”
- “File the annual report”
- “Incorporate the company in Delaware”
- “Close the company down”

## What you get
| Part | This System |
| --- | --- |
| Starts | On for every Startup at creation, with nothing to install. |
| Built from | [Database](/code/platform/capabilities/database), [Workflows](/code/platform/workflows), [Company formation](/systems/legal-and-corporate/entity-formation), [Registered agent](/systems/legal-and-corporate/registered-agent), [Annual compliance](/systems/legal-and-corporate/annual-compliance) |

## Nouns it owns
| Noun | Definition |
| --- | --- |
| [Company](/business/nouns/company) | A Company is a legal entity that holds Startups, signs Agreements, and owns equity, authority, and profit rights. |

## Verbs
| Verb | Object | Approval | Event |
| --- | --- | --- | --- |
| [Company.incorporate](/business/nouns/company/incorporate) | [Company](/business/nouns/company) | Asks first; waits 1 business day | [`Company.incorporated`](/business/events/Company.incorporated) |
| [Company.register](/business/nouns/company/register) | [Company](/business/nouns/company) | Asks first; waits 1 business hour | [`Company.registered`](/business/events/Company.registered) |
| [Company.submit](/business/nouns/company/submit) | [Company](/business/nouns/company) | Asks first; waits 1 business hour | [`Company.submitted`](/business/events/Company.submitted) |
| [Company.dissolve](/business/nouns/company/dissolve) | [Company](/business/nouns/company) | Asks first; waits 1 business day | [`Company.dissolved`](/business/events/Company.dissolved) |

## Events
| Direction | Event | How |
| --- | --- | --- |
| Emits | [`Company.incorporated`](/business/events/Company.incorporated) | By [Company.incorporate](/business/nouns/company/incorporate) |
| Emits | [`Company.registered`](/business/events/Company.registered) | By [Company.register](/business/nouns/company/register) |
| Emits | [`Company.submitted`](/business/events/Company.submitted) | By [Company.submit](/business/nouns/company/submit) |
| Emits | [`Company.dissolved`](/business/events/Company.dissolved) | By [Company.dissolve](/business/nouns/company/dissolve) |

## States
The lifecycle of a [Company](/business/nouns/company):

| State | Meaning | Moves to |
| --- | --- | --- |
| `forming` (first) | Its founders, jurisdiction and shares are chosen, and no formation filing is accepted yet. | `incorporated` by [Company.incorporate](/business/nouns/company/incorporate) |
| `incorporated` | A registered legal entity that signs Agreements, holds accounts and owns equity. | `dissolved` by [Company.dissolve](/business/nouns/company/dissolve) |
| `dissolved` | Wound up, with its final returns filed and every record kept. | None: it ends here. |

## Who operates it
| Part | This System |
| --- | --- |
| Accountable | [Legal Lead](/agents/legal/legal-lead) |
| Team | [Legal Team](/agents/legal) |
| Seat | A role agent holds it until a Human is seated. |
| Autonomy | `assist` |
| Also calls its Verbs | [Finance Lead](/agents/finance/finance-lead), [Payroll Specialist](/agents/people/payroll-specialist) |

## Approvals and limits
| Verb | Rule | Detail |
| --- | --- | --- |
| [Company.incorporate](/business/nouns/company/incorporate) | A person says yes first | Waits 1 business day |
| [Company.register](/business/nouns/company/register) | A person says yes first | Waits 1 business hour |
| [Company.submit](/business/nouns/company/submit) | A person says yes first | Waits 1 business hour |
| [Company.dissolve](/business/nouns/company/dissolve) | A person says yes first | Waits 1 business day |

## Processes that use it
| Process | How it uses it |
| --- | --- |
| [Books](/workflows/processes/books) | A step calls [Company.register](/business/nouns/company/register) |
| [Payroll](/workflows/processes/payroll) | A step calls [Company.submit](/business/nouns/company/submit) |
| [Incorporation](/workflows/processes/incorporation) | A step calls [Company.incorporate](/business/nouns/company/incorporate) |
| [Company filings](/workflows/processes/company-filings) | A Workflow writes [Company](/business/nouns/company) |

## Rail underneath
| Capability | Runs on |
| --- | --- |
| [Company formation](/systems/legal-and-corporate/entity-formation) | incorporations.legal |
| [Registered agent](/systems/legal-and-corporate/registered-agent) | filings.legal |
| [Annual compliance](/systems/legal-and-corporate/annual-compliance) | filings.legal |

## Views and dashboards
| View | Shows | Metrics |
| --- | --- | --- |
| The [Legal Lead](/agents/legal/legal-lead)’s view | The Metrics its accountable Role answers for. | [Standard-terms share](/agents/legal#standard-terms-share) |

## Access
What each Access level may call here.

| Access level | May call |
| --- | --- |
| `owner` | Every Verb (8) |
| `admin` | Only 4 of 8: `Company.create`, `Company.get`, `Company.list`, `Company.update` |
| `member` | Only 4 of 8: `Company.create`, `Company.get`, `Company.list`, `Company.update` |
| `viewer` | Read only (2 of 8) |

## Import and export
None.

## Fees and pricing
State filing fees and the registered agent’s fee pass through at cost, each posted as its own Entry.

## Availability and limits
| Part | This System |
| --- | --- |
| Status | Beta: it works, and its Verbs may still change |

## Compliance notes
Sworn filings carry an officer’s signature; who the officers are stays the founder’s.

Controls it carries:

- [Point-in-time recovery](/systems/trust-and-governance/controls/point-in-time-recovery)
- [Processing definitions](/systems/trust-and-governance/controls/processing-definitions)
- [Action completion](/systems/trust-and-governance/controls/action-completion)

## Related Systems
- [Equity](/systems/equity)
- [Tax](/systems/tax)
- [Agreements](/systems/agreements)

## Example
An [Autonomous](/agents/operating-models/autonomous) [Dataset API](/products/templates/dataset-api) graduates into its own Company. Corporate records files the formation, records the directors’ first resolutions, and schedules the annual report. The officers sign each filing from one queue.