The category of corporate acts, typical of businesses operated in the form of companies, identifies a multitude of acts including those constituting companies (partnerships, corporations, cooperative societies, etc.), those modifying a company's articles of association or the rules of social agreements or pre-existing statutes, those performing so-called extraordinary transactions (mergers or splits), and also those ordering the dissolution of the company itself.
While confirming the importance of specific Notary advice in carrying out the role of legal expert inherent to it, we will now illustrate some types of corporate acts.
CONSTITUTIVE ACTS
To establish a company, it is necessary to resort to the drafting of a notarial deed containing the elements provided by the legislator: personal details of the shareholders, company name or corporate name, registered office, share capital, corporate purpose, shares, management system, etc.
Some of these elements are common to various types of companies, but specific and particular indications may be required for others, which the Notary will explain to the client as needed.
It is interesting to note that the limited liability company, perhaps the most widespread form of company in Italy, can also be "sole proprietorship", meaning it can be formed with a single shareholder, and there are no longer minimum share capital requirements as there once were.
AMENDATORY MINUTES
Whenever shareholders wish to modify any element of the social contract or the rules governing the life of the company (articles of association or social agreements), they must turn to the Notary who will record the will of the parties involved and verify its legitimacy, seeking the most appropriate legal solution.
For the modification of constitutive acts of partnerships, the presence of all partners before the Notary will be necessary, unless the constitutive act provides otherwise, while for corporations, the majorities provided by law or by the articles of association must be verified.
TRANSFER OF SHARES
The regulation of share transfers varies depending on the type of company.
Within partnerships, a partner may decide to "withdraw" from the company by transferring their shareholding to others, but usually, they need the consent of all partners, unless otherwise agreed, as the replacement of the partner entails a modification of the constitutive act. They may also be required to comply with the so-called pre-emption clause, having to prefer other partners to third parties, if present (as almost always happens) in the clauses of the social contract.
In corporations, the types of share transfer vary between joint-stock companies and limited liability companies.
In joint-stock companies, the transfer of shares usually occurs through the so-called "endorsement of shares" (which is recorded on the share certificate), while in limited liability companies, shares are transferred by means of a proper deed of transfer, signed by the transferring shareholder and the buyer. Here too, the articles of association may provide for clauses that limit or even exclude transfers, within the limits set by the legislator.