Company law and business transactions
Company law and business transactions
The paper tests company forms, their constitution, governance and the notarial acts required for corporate life. It rewards precise knowledge of the 1915 company law as amended and of the 2013 and 2016 reforms.
Forms and capital
- SA: notarial deed, minimum capital €30,000, shares freely transferable unless restricted; board or management.
- SARL: notarial deed, minimum capital €12,000; transfers of parts sociales require a notarial deed under article 190-1.
- SARL-S: simplified form, capital from €1, aimed at natural persons.
- SAS (2016), SCSp (2013), SCS, SC and SE complete the range.
Corporate acts
- Amendments to articles, capital increases, mergers and seat transfers are passed before a notary and filed with the RCS.
- Contributions in kind require a valuation report; conflicts of interest follow statutory procedures.
- Annual accounts and the AGM within six months are mandatory.
Worked example
Two founders want a SARL with €5,000 capital. The notary cannot incorporate it: the statutory minimum is €12,000. The options are to increase the capital to €12,000 or to use the SARL-S, which allows a lower capital subject to eligibility and publication rules. The deed must state the choice made.
Traps
Mixing SA and SARL capital figures, forgetting the notarial form for SARL share transfers, and missing RCS filing deadlines are the classic errors. Also check whether a foreign company transferring its seat needs a notarial deed.