The statutes shall be signed by the Governing Board and the persons who signed the minutes of the meeting of shareholder
The document must contain:
- Name (firm)
- Duration and purpose (if the company is established for a specified period or for a specified purpose)
- Size of fixed capital, number of shares and nominal value
- Rights of representation (rights of members of the Management Board to represent the company individually or jointly)
- Number of members of the Council
- Special rules for the disposal of parts (if any)
- In the case of a company with different classes of shares, the classes of shares (indicating the rights deriving from each category of shares) and the number and nominal value of each category of shares;
- Whether the shares are shares of the name or bearer and, where the statutes provide for the conversion of the name shares into bearer shares and vice versa, the terms of conversion;
- Whether the shares are in paper form or dematerialized form and, where the statutes provide for the conversion of paper-based shares into dematerialized shares and vice versa, the terms of conversion;
- The main types of business of the company.
- Other provisions deemed relevant by the founder (not necessarily applicable)
- Place and date of signing
The articles of association may authorise the Board to increase the fixed capital for a period of up to five years within the limits specified in the articles of association or shareholder meeting, up to a maximum of 30 per cent of the company's share capital at the time of the entry into force of the authorisation. In such a case, amendments to the statutes shall be made by the Council In such case, a decision of the Management Board regarding the increase of the share capital and a decision of the Council meeting regarding the making of amendments to the statutes shall be submitted instead of the minutes of
The right of the Management Board to sign the Statutes may not be overpowered by a third party as they are the exclusive rights of the Board.
The articles of association shall contain only rules and shall not include details of, for example, the registered office, certain persons who are shareholders and officials.