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NEWSLETTER 2013
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documentation, the duties of the parties involved in the relevant transaction
and the consequences of the transaction for each party is specifically
regulated.
Other Material Novelties for Equity Companies
The TCC introduces novelties for equity companies not regulated
under the Abrogated TCC. Consequently, the Regulation covers new
transactions to be registered, which were not regulated under the By-
Laws. The Regulation provides detailed provisions on the possibilities
of joint stock and limited liability companies to consist of a unique
shareholder, conditional capital increases, a registered capital system,
additional liquidation and renouncing liquidation. Similarly, the election
of the auditor and the election of the auditor by the parent company for
group companies are subject to detailed regulations.
The Regulation clarifies certain matters whose practical application
under the Abrogated TCC caused confusion. For instance, simultaneous
capital decrease and increase is regulated for the first time.
Similar to the new provisions of the TCC, the documentation
necessary for registration requests to be made to the registry directorates
is increased. For instance, new documents for company incorporation
such as the founders’ declaration and agreements related to incorporation
are required. Similarly, the persons applying for registration are required
to submit a document specifying that assets allocated as capital in rem in
a company are duly annotated at their relevant registries. The Regulation
also provides that the directorate shall notify the relevant registries
simultaneously with the registration to the trade registry so that the goods
and rights subscribed as capital to a company are registered in the name
of the company.
Material Novelties for Commercial Enterprises
The TCC introduces important novelties regarding commercial
enterprises. Most significantly, the TCC regulates the possibility
of the transfer of a commercial enterprise as a whole with a unique
transaction, the merger and conversion of commercial enterprises and the
conversion of a commercial company into a commercial enterprise. The