# Juniper Workspace Cloud: incorporation, share register, board minutes and annual return documents

The statutory record of a small private company: its constitution and certificate of incorporation, the share certificates in issue, the registers of members, directors, charges and persons with significant control, the minutes and resolutions that moved the share capital, and the annual return that confirms all of it in three formats.

All parties, amounts and identifiers are fictional. Fixed snapshot: 2026-09-08. Records are derived from the shared operating model `saas-subscriptions`, so identifiers join across this set, across the other commercial document sets, and across every fixture built on the same model.

## Reconciliation identities this set asserts

- Member holdings sum to 600,000 shares, the issued total every file states, and the four percentages sum to exactly 100.0000.
- Amounts paid sum to 20,400.00 USD, which is 6,000.00 of called-up capital plus 14,400.00 of share premium.
- On the priced allotment, 60,000 shares at 0.25 is 15,000.00 USD, and that equals 600.00 nominal plus 14,400.00 premium.
- The 18,000 share transfer leaves the issued total and the total paid unchanged and only moves 180.00 USD of paid-up capital between two members.
- The members written resolution passed on 462,000 of the 540,000 shares in issue at circulation, 85.5556 percent, not on today 600,000.
- The annual return reproduces every register: 4 members, 4 officers, 2 controllers and 2 charges, in PDF, JSON and XML.
- The September board minutes quote the saas-subscriptions ledger unchanged: 668.00 invoiced, 649.00 received, 19.00 outstanding and 235.00 USD of active recurring revenue.

## Parameters this set introduces

These are properties of the document class, not of the operating model. They are declared once and every file in the set agrees with them.

- The company itself: Juniper Workspace Cloud Limited, number FC-00847213, incorporated 2024-02-14 in the fictional Sample City companies registry.
- Share capital: 1,000,000 authorised ordinary shares of 0.01 USD, and the two allotments and one transfer that produced the 600,000 in issue.
- The officers, the persons with significant control and the two charges. None of them exists in the operating model, which carries accounts, invoices and usage only.
- The activity code SC-6201 belongs to a fictional registry classification and is not a real industrial classification code.

## Files

| File | Format | Validity | What it is |
| --- | --- | --- | --- |
| `articles-of-incorporation.pdf` | pdf | valid | Articles of incorporation (PDF) |
| `articles-of-incorporation.docx` | docx | valid | Articles of incorporation (DOCX) |
| `certificate-of-incorporation.pdf` | pdf | valid | Certificate of incorporation |
| `share-certificate-SC-001.pdf` | pdf | valid | Share certificate SC-001 |
| `share-certificate-SC-004.pdf` | pdf | valid | Share certificate SC-004 (PDF) |
| `share-certificate-SC-004.docx` | docx | valid | Share certificate SC-004 (DOCX) |
| `share-certificate-SC-005.pdf` | pdf | valid | Share certificate SC-005 |
| `share-certificate-SC-006.pdf` | pdf | valid | Share certificate SC-006 |
| `register-of-members.csv` | csv | valid | Register of members |
| `register-of-members-share-total-mismatch.csv` | csv | invalid | Register of members whose holdings do not add up to the issued capital |
| `register-of-members.json` | json | valid | Register of members JSON |
| `cap-table.csv` | csv | valid | Capitalisation table |
| `register-of-members.xlsx` | xlsx | valid | Register of members workbook |
| `share-allotment-return.csv` | csv | valid | Share allotment return |
| `shareholding-history.csv` | csv | valid | Shareholding movement history |
| `register-of-directors.csv` | csv | valid | Register of directors and secretaries |
| `psc-register.csv` | csv | valid | Register of persons with significant control |
| `register-of-charges.csv` | csv | valid | Register of charges |
| `statutory-registers-index.csv` | csv | valid | Statutory registers index |
| `board-minutes-2026-05-18.pdf` | pdf | valid | Board minutes, allotment meeting (PDF) |
| `board-minutes-2026-05-18.docx` | docx | valid | Board minutes, allotment meeting (DOCX) |
| `board-minutes-2026-09-07.pdf` | pdf | valid | Board minutes, trading and annual return meeting |
| `board-resolution-BR-2026-04.pdf` | pdf | valid | Written board resolution approving a share transfer |
| `written-resolution-of-members.pdf` | pdf | valid | Written resolution of members authorising the allotment |
| `meeting-attendance.csv` | csv | valid | Meeting attendance register |
| `annual-return.pdf` | pdf | valid | Annual return |
| `annual-return.json` | json | valid | Annual return JSON |
| `annual-return.xml` | xml | valid | Annual return XML |
| `corporate-reconciliation.json` | json | reference | Corporate reconciliation identities |
| `README.md` | md | reference | Document set README |

## Deliberate defects

These files are broken on purpose. Each is a single named mutation of a correct file in the same directory, and the size of the discrepancy is stated, so a parser under test can be checked against both.

- **`register-of-members-share-total-mismatch.csv`** shares_held sums to 599,500 against a declared 600,000, a shortfall of 500 shares on row 4 of the file. That row still says 10.0000 percent, which would need 60,000 shares, and still says it paid 600.00 USD, which at 0.01 nominal would need 60,000 shares.

## Notes and limits

- Nothing here is filed anywhere and none of it is legal or company-secretarial advice. The registry, the company number and every officer and member are invented.
- The certificate of incorporation deliberately states the position at incorporation and the annual return states the position today, so the two disagree on share capital. That is how the documents work, not a defect.
- The shares column of shareholding-history.csv must not be summed: the transfer row moves shares without changing the issued total, so the sum overstates it by 18,000.
- The outstanding floating charge secures the same 48,000.00 USD principal as the loan facility in the banking document set, seen from the other side.