Commercial law: Drafting company statutes, what should I think about?

The drafting of an enterprise’s statues is an essential step in its creation. All the company’s activity and organization are explained in this document. But how should we proceed? Lawrence explains it to you in this article! 

The law defines the statutes of a company: it is a legal document, drawn up under private seal or authenticated by a notary, by which the functioning and organisation of the corporate structure is established. 

These statutes enjoy a great deal of freedom as to their content. Some elements are still legally required and depend on the structure of your company. 

What should I consider? 

To write your statues, start by establishing the following general elements: 

  • The company name, purpose and registered office of the company; 
  • The duration of an activity cycle; 
  • Assignment and Dissolution Guidelines; 
  • Steps to be taken in the event of changes in the company’s organisation 
  • The contribution of each of the partners. 

Then, structure the management of your business: 

  • Definition of a supreme governing body; 
  • Choice of a Board of Directors and Auditors; 
  • Voting rights and the General Assembly; 
  • The methods of convening; 
  • The management of conflicts between partners and/or shareholders; 

If your company is a limited liability company: 

  • The amount of share capital and the liberated sum; 
  • The distribution and value of the shares (with the names of the shareholders); 
  • In-kind contributions, if any. 

 

All partners and shareholders must sign the company’s statutes. If a third party individual is named in the document (as a director or board member for example), he or she will also have to sign and approve it.

Care must be taken when drafting a company’s articles of association. This document is the “skeleton” of the structure and should therefore be as clear as possible. It is important not to forget essential clauses and to avoid making the statutes interpretable. 

The assistance of a lawyer is generally the best option for the secure drafting of articles of association. The lawyer will advise you according to your wishes and the needs of your company.

Do you need assistance in drafting your statutes? Let one of our specialists assist you!

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