A corporation (UN) is a legal entity, consisting of two or more persons, natural or legal, who are intended to market under a corporate name. A corporation is founded by at least two partners, contributing as much capital as they need or as much as they have, without being bound by a specific amount of law. The details of their cooperation are set out in the notarial document, which is called a statute. The statute, formally published by the UN, specifies the terms of cooperation, that is, what capital the partners have contributed, how the profits will be shared, what the object of the UN will be, its name, head office, duration of cooperation etc.
The UN feature, which differentiates it even from other personal companies, is the responsibility of the partners, which is the same for everyone. Everyone is responsible for all of his assets and for all of the company’s liabilities, whatever the amount of its equity participation. All partners participate on an equal footing in management, and credit is quite high due to the way responsibility is distributed.
The partners of the corporation are jointly and severally liable for all the liabilities of the corporation, jointly and severally liable. With the solution of the company their responsibility does not cease. The statutory company does not need a notarial document for its preparation, but a private contract is sufficient.
The articles of association constitute the document of incorporation of the company, but it also specifies all the key issues relating to the relations of the shareholders, to the management of the company, to matters relating to its life and its dissolution. The statutes are signed by all partners and do not need to be drafted or signed by a notary.
The Chamber, after checking the name and the trademark, considers the statute to control the right to use the Brand and the trademark.
The statute of the statutory corporation, after its signature and before being published in the Court of First Instance, is presented to the Chamber of its registered office, where the corporation’s name is registered in the registrar’s books, and to the competent tax authority for the payment of the statutory tax.
In particular, this company is subject to a proportional tax, calculated at 1% of the fair value of the corporate contributions, and paid within fifteen days of the filing of the relevant declaration and always before publication of the statutes in the Court of First Instance. It is also paid 0.50% of the capital in favor of the TSF (Pension Fund).
Court of First Instance:
Two copies of the Articles of Association shall be deposited with the Court of First Instance for publication. This publication constitutes the act of establishing and recommending the UN.
Within two months of the establishment of the company, the company must be registered with the relevant chamber.
The Limited Partnership (EU) is a legal entity, recommended between two or more persons who are intended to trade under a corporate name. In a limited partnership, one or more partners are indefinitely and jointly and severally liable for the corporate liabilities, just as the partners in the limited partnership are called partnerships, while one or more partners are limited, that is to say, only to the extent of their contribution, partners.
A limited partner is prohibited by commercial law from conducting any management action, working on a company case or participating in its decisions (Article 25 of the Commercial Law). The limited Partner who either appeared in the business name or managed its business shall be liable indefinitely and jointly and severally with the debts and obligations of the Company (Article 28 of the Commercial Law).
However, according to case law (AP 985/1983), it is unanimous that the limited partnership, whose name is included in the company name, although it is liable as a partnership (under Article 28 EN), does not changes to a normal.
Forms of a limited partnership:
Partners may appear in the Articles of Association so that their participation in the company may not be transferred or assigned elsewhere (a simple limited partnership) or their capital may be divided into equity – shares that are freely transferable (by a limited partnership) .
Establishment of a limited partnership:
The limited partnership is set up, just like the limited partnership, by private or notarial document (Article 39 EN), signed by all partners (regular and limited partnership) and published in the competent court as such or in summary.