Our firm advises and drafts all the documentation necessary for enforcing agreements to amend the articles of association and formalise them in public writs.
Amendments to the articles of association may be to make a change of name or registered office, the transformation of the company, change of company purpose, capital increase or reduction, the establishment or modification of the director remuneration scheme, and any other provisions of the articles of association that require amendment (for example, the rules governing inter vivos and mortis causa share transfers and equity participations, the management functions entrusted to the board of directors and the functions assumed by the partnership board, the rules on dissolution and liquidation of the company, the partner termination scheme, exclusion from the right of separation due to failure to distribute dividends, etc.)
Our team specialised in company law assists clients requiring these types of services. We are also experienced in shareholder pacts and agreements that fall outside the scope of the articles of association, which may contradict the founding document. One particular feature is as follows.
The fact that an agreement is contrary to a shareholder or extra-statutory agreement is not grounds for challenging a shareholder or extra-statutory agreement, even when all the shareholders approve the agreement. Therefore, they are all party to the extra-statutory pact, unless there is bad faith, and notwithstanding any claims made by the shareholders who signed the agreement. Therefore, shareholder agreements cannot be used as the sole basis for a challenge to corporate agreements adopted in contradiction with such pacts. However, when the shareholders’ agreement is adopted following the provisions of the shareholders’ agreements and one of the signatories who did not vote in favour of the agreement contests it because the articles of association provide for a different regulation, the shareholder is considered to be acting contrary to the requirements of the principle of good faith, because the parties to the shareholders’ agreement can legitimately rely on the shareholders following the shareholders’ agreement, even if the latter is not part of the articles of association.