So that public companies and limited liability companies can exist legally, they need to be incorporated by an authenticated deed, have their own articles and be recorded on the business register. The notary drafts the deed of incorporation as well as, in general, the articles, the application for the business register and, in the case of a contribution in kind, the contribution contract and the foundation report.
If you wish to send to your Notary public the information required to incorporate your company, please click here.
The notary will also advise the founder(s) on the most appropriate legal form for the situation and on the different clauses to be included or adapted in the company articles.
2. Modification of subsequent articles
During their existence, capitalised companies are regularly required to change their articles, for example to change a name, head office, aim, type of action or to cover updates of articles imposed by legal changes. These modifications fall under the competence of the general meeting of shareholders (partners’ meeting) as reported in compulsory minutes that must be authenticated.
Generally speaking, a notary prepares the statements, articles and applications for filing on the business register needed to carry out these modifications.
3. Capital increase/reduction
The share capital increase procedure allows a company to increase its capital stock by issuing new shares. Through this procedure the company acquires additional equity, allowing it to take recovery measures (capital reduction) but also to fund new projects. The increase is also a way to up the number of shares available in order to achieve specific goals.
A notary is required to certify decisions by the general meeting of shareholders and the executive board by authenticated document; he or she also drafts a certified copy of the modified articles.
Throughout its existence, in order to prosper, a company must adapt to new needs, in particular business and economic requirements. These adaptations can lead it to modify its structure or legal form. This is the case for example when a company is taken over by another (merger), when it is dismantled to create several entities (split), if it changes its legal form (transformation) or when it transfers some of its assets to another (asset transfer).
Your notary intervenes as a main coordinator who prepares and organises all restructuring operations. To do so, he or she can be helped by other professionals (barrister, tax expert, inheritance expert, etc.). He or she can be mandated by one of the parties or their advisors to draw up contracts or for operations requiring authentication and to record the company on business and land registers.
5. Corporate transfer
Your notary can also take charge of purchasing or selling all or part of your company, related tax operations and the recording of the company on relevant business or land registers.
6. Other corporate forms
Are you unsure about the type of company you need to create? A collective, joint-stock or cooperative organisation? Do not hesitate to consult your notary for advice.