The category of corporate acts , their businesses exercised in the form of company, identifies a variety of acts including those constituent of companies (of people, capital, cooperative societies etc ) , those with whom you make changes to an act incorporation of the company or the rules of social acts or the statutes existing ones with which you reach the so-called extraordinary operations ( merger or spin-off) and also those with whom you have the dissolution of the company.

Always confirm the importance of the specific advice of the notary 's role in the performance of expert law that belongs to it, discuss below some types of corporate act.

 

CONSTITUENT ACTS

To create a society is necessary to resort to the signing of a act containing elements from time to time by the legislature : general shareholders, company name, address, social capital, social object, quotas, system administration , etc...

Some of them are common to the various types of companies but for other specific and particular directions will be required that the notary will from time to time to explain to the customer.

It is interesting to remember that the limited liability company , perhaps the most popular among the corporate models adopted in Italy , may be “single-member” , that is constituted with a single shareholder and are no longer expected to minimum share capital once in force.

 

VERBAL AMENDING

All the times in which members wish to change any element of the social contract or the rules that govern the life of society ( statute or social pact ) should contact the Notary who will take note of the will of the parties concerned and verify the legitimacy , seeking legal solution more relevant to it.

For modifying the constituent acts of partnerships will be needed before the Notary the presence of all the shareholders , unless the articles of incorporation provides otherwise , if for corporations will check the majorities required by law or by statute.

 

TRANSFER OF SHARES

The discipline of the sale of share capital varies according to the type of society.

As part of the partnership, the member can choose to “exit” from the shareholder sold its stake to other but usually needs the consent of all members, unless otherwise agreed , for the replacement of the person partner implies a modification of the memorandum. Will then be required to comply with the so-called pre-emption clause , having preferred the other shareholders to outside third parties, if present ( as almost always happens ) in terms of the social contract.

In corporation types of transfer of share ranging between corporation and limited liability company In S.p.A. transfers of actions take place as a rule through the so-called " turn equity " ( that is noted on the title ) , in Srl however the shares are sold by a real instrument of transfer signed by the transferor and socio buyer. Here, too, the statutes may provide clauses limiting the supplies or even exclude , to the extent required by the legislator.