The Commercial Law requires notarial certification of signatures or simultaneous certification of signatures and content for certain documents related to the incorporation, registration, operation, or dissolution of commercial companies and sole traders. The most common documents include:
Declaration of Consent with a Specimen Signature for a Manager/Liquidator
This document serves as a declaration of a person’s consent to represent a commercial company as its manager/representative (or, in cases of liquidation, as its liquidator) and provides a specimen of the signature they will use in this capacity. Notarial certification of the signature on this declaration is mandatory, and it must be submitted when registering the manager or liquidator with the Commercial Register.
Contract for Transfer of Company Shares
When a person wishes to transfer their company shares in the capital of an LLC or single-member LLC, they can use this type of contract, ensuring compliance with the requirements of the Commercial Law. Pursuant to Article 129, paragraph 2 of the Commercial Law, contracts for transferring company shares in LLCs and single-member LLCs must be executed with simultaneous notarial certification of the signatures and content.
Minutes of Decisions by the General Meeting or Sole Owner of Capital of LLC/Single-Member LLC
In certain cases, minutes of general meetings of LLCs or decisions by sole owners of capital in single-member LLCs must be notarially certified with simultaneous certification of the signatures and content, as per Article 137, paragraph 4 of the Commercial Law. This applies only to decisions regarding:
Amendments or supplements to the Articles of Association;
Admission or exclusion of partners;
Consent to transfer company shares to a new member;
Capital increases or reductions;
Appointment, remuneration, or release from liability of the manager;
Acquisition and disposition of real estate and property rights over real estate.
Power of Attorney for Procuration
A procuration is a power of attorney where a trader authorizes another person (the procurator) to manage their business for a fee. The procurator has the authority to perform all actions and transactions related to the commercial activity, represent the trader, delegate certain actions to others, and, with explicit consent from the trader, dispose of or encumber the trader’s real estate. This power of attorney must be registered with the Commercial Register, and the signature must be notarially certified.
Contract for Transfer of a Commercial Enterprise
This contract allows a person to transfer their commercial enterprise, understood as a “set of rights, obligations, and factual relations” (Article 15 of the Commercial Law), to another person. It can be executed as any type of transaction—sale, donation, exchange, etc. The subject of the transfer includes both tangible and intangible assets, such as clientele, employee expertise, trade secrets, and know-how.
According to Article 15 of the Commercial Law, such transactions must be executed in writing with simultaneous notarial certification of the signatures and content. Specific mechanisms are provided to safeguard the interests of creditors and employees.
We offer the preparation of:
Contracts for the transfer of company shares;
Minutes of decisions by general meetings or sole owners of capital;
Contracts for the transfer of commercial enterprises.
Our notary office provides drafting and notarial certification of all the above-mentioned actions, as well as other related notarial services.