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Summary Tutorial 2
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Tutorial European Company Law 2016
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By: geoffreyceunen • 7 year ago
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Tutorial 2 - Starting business, company formation/incorporation, pre-incorporation stage,company nullity
Incorporation requirements UK
Private company in UK (Ltd): no minimum capital, memorandum and articles of association,
registration at companies registrer. Legal personality is obtained at the moment of
registration.
Public company UK (Plc): minimum capital is at least 25.000 according to article 6 of the
second EU company law directive, in the UK the minimum capital is 50.000 pound,
memorandum and articles of association, registration at companies registrer. Legal
personality is obtained at the moment of registration. In the UK, you don’t need to go to the
notary in order to incorporate your company.
Incorporation requirements Germany
Private company (Gmbh): the minimum capital is 25.000, articles of association that need to
be in a notary act, registration at companies registrer. Legal personality is obtained at
moment of registration.
UG (mini Gmbh): has no minimal capital, however it is more restricted, you can only
contribute in cash (so not in houses), trading name must be ‘UG’, so everyone knows that
you are a company with less capital than other companies. Articles of association that need
to be in a notary act, registration at companies registrer. Legal personality is obtained at
moment of registration
Public company (AG): minimum capital requirements is 50.000, articles of association that
need to be in a notary act, registration at companies registrer. Legal personality is obtained
at moment of registration.
Incorporation requirements France
Private company (SA) no minimum capital requirements, maximum of 100 members, signing
articles of association, registration in french register of commercial companies, legal
personality at moment of registration.
Public company (SARL): minimum of companies that are not listed on the stock exchange is
37.000, for the ones that are listed it is 225.000, no maximum of shareholders but minimum
of at least 7 members. Articles of association, signing of articles in association, notary deed
is not obligation but when there is a real estate involved then it has to be in a notary act.
Legal personality at moment of registration.
Incorporation requirements Netherlands
Private company (BV): no minimum anymore, abolished in 2012 to make it more attractive
compared to UK private company which did not have a minimum capital, articles of
association in notary act, act of incorporation (comparable to memorandum). Articles of
association, act of incorporation in notary deed. Registration required to avoid liability, but is
not requirement for incorporation.Obtains legal personality when you write it in a notary act.
Registration required to avoid liability, but is no requirement for incorporation.
Public company (NV): minimum of 45.000 euros, articles of association, act of incorporation
in notary deed, legal personality from moment of notary act. Registration required to avoid
liability, but is not requirement for incorporation.
Here you need to know national law.
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