Commercial Law and Company Law: Incorporation, Amendments, Dissolution
Core concepts
Understand company types (limited liability, joint-stock, sole trader), incorporation requirements (articles of association, share capital, corporate bodies), amendments (capital changes, object changes, transfer of quotas/shares), and dissolution/liquidation. Notaries frequently draft and authenticate incorporation deeds and amendments, so candidates must know which acts require authentic form and which require registration.
Traps in questions
Common traps: assuming a company exists from the moment the deed is signed - legal personality generally arises on registration. Another trap: confusing dissolution (end of the company's purpose) with liquidation (winding up assets) and extinction (final registration). Questions also test whether a quota transfer requires deed and registration, and whether capital reduction can prejudice creditors. Watch for items implying shareholders can amend the articles without the required majority or form.
Rule of thumb
Deed + registration = enforceable company act. Ask: has the act been registered? If not, third-party effects may not follow.
Worked example
Two founders sign an incorporation deed increasing capital, but registration is delayed. Against third parties, the increase is not yet opposable until registered; the deed alone does not complete the corporate change.