Companies and Commercial Registrations
Company law governs formation, governance, capital, and dissolution of commercial companies. A candidate must understand the main forms, including the sole proprietorship, partnership, limited liability company, and joint stock company, and the differences in liability, capital, and management. Study incorporation steps: name reservation, articles of association, capital deposit, and commercial registration.
Notaries frequently authenticate articles of association, amendments, board resolutions, and powers of attorney. The notary must verify the authority of signatories and the conformity of the act with the commercial registration. Study the rules on share transfers, capital increases and reductions, and the appointment and removal of managers.
Traps: assuming a limited liability company shields a manager from personal liability for wrongful acts; overlooking that amendments must be registered to bind third parties; and confusing a branch with a subsidiary. Questions often test whether a resolution was validly adopted given quorum and notice requirements.
Rule of thumb: check the constitutive documents, the resolution, and the registration. Worked example: a manager signs a notarised sale of company land. The notary must see the articles, the board resolution authorising the sale, and the commercial registration extract; if the articles reserve the sale to the general assembly, the board resolution is insufficient.
Study dissolution, liquidation, and the role of the liquidator in notarised acts.