• Notarial practice: corporate law

From incorporation of your company right up to its actual transfer, it is important to formulate a sound legal strategy at all stages in order to ensure that your company is managed in the best possible way.

Legal form 

Would an unincorporated enterprise such as a sole proprietorship or partnership be the best legal form for your company? Or, in view of the legal and financial risks, would it be wiser to opt for a corporate personality? And how should its governance be organised? Should you change its present legal form to a different one? What should be included in the Articles of Association, and what should be laid down in the shareholders’ agreement? We can advise you on the best legal form and type of cooperation to suit your company. And of course, we can also help you in the event of a reorganisation, or if you are considering business succession.

Changes in the size of your company

Are you considering a merger or takeover (of shares or assets), a joint venture or split-up? Our corporate law specialists will provide constructive input for all changes of ownership in a national or an international sense, and will take care of all the necessary legal acts for you. Does your corporate objective still correspond to your actual business activities? We will take care of all the relevant amendments to the Articles of Association for you.

Financing and restructuring

Should your activities be incorporated into separate entities in order to limit the risks? Would it be better to wind up a company or amalgamate it? Does any capital have to be refunded, and if so, what about directors’ liability? Our experts at Ploum will also provide constructive input and answer all your questions on restructuring, new financing or re-financing, financial transactions and financial security agreements. And we can help you create mortgage rights or rights of pledge.

If you want to separate the controlling rights and the profit entitlements, we can advise you on non-voting and non-profit shares. It is sometimes wiser to opt for the issuing of depositary receipts for shares, whereby a trust office foundation manages the shares for depositary receipt holders on the basis of trust conditions. Many people choose this option in the event of gradual business succession or employee participation in the company. We can advise and assist you in arranging all these matters.

Corporate governance

Do you feel that the board needs supervision? What regulations apply to your organisation? Our specialists help you draw up a corporate governance policy that will give you the best possible assistance in running your organisation responsibly as well as efficiently.

Corporate law

Do your company’s Articles of Association still comply with the law after implementation of the Flexible Private Limited Company Regulations on 1 October 2012? Under these regulations, dividends can no longer be paid out just like that. How do the balance and payment tests work, and how can you include these in your decision-making? There is a risk of joint and several directors’ liability unless these matters are regulated properly. We peruse your Articles of Association and amend them if necessary.

Authentications and certificates

We can arrange authentications and certificates quickly and accurately for you, and have them furnished with apostilles or the necessary Embassy or Consulate stamps. If possible, we will ensure that you or your authorised representative receives the documents the very same day.