How to avoid paying notary fees when changing a limited liability company’s memorandum of association or increasing its registered capital?

18. 6. 2015

Since January 2014 the Commercial Corporations Act has made it possible to avoid drawing up a notarial deed when a limited liability company's members adopt decisions outside the general meeting (per rollam). In this particular case it is sufficient for a member in a limited liability company to notify the company of its opinion on a draft resolution of the general meeting in a statement with an officially verified signature.Executives had previously been afraid of this procedure and so companies often incurred unnecessary costs for notarial deeds which can run to not inconsiderable amounts. But the registration courts accept such practice without any problems, including for older companies that are still governed by the Commercial Code and have not subordinated their memorandum of association to the new legislation of the Commercial Corporations Act. Nevertheless, this procedure can only be used in companies that have more than one member, i.e. in cases where a general meeting would normally have to be convened.

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