3 questions to my notary, how do I set up my company?

What legal status should I adopt for my business?

The first thing to do is to meet with your notary to discuss the matter. You may have decided to set up your own company, but there are a number of parameters to take into account. There are many different types of company. You'll need to choose a company that meets your needs and reflects your personal, professional and financial situation. Your notary will be able to ask you the right questions to ensure that the structure you choose reflects your needs:

• Who will be involved in the company? Some companies require a minimum number of partners before they can be incorporated.
• What level of risk are you willing to take? A SARL (limited liability company), for example, allows you to limit the risk to the amount of your contribution, whereas this is not at all the case for an SNC (general partnership).
• Or how flexible do you want your company to be? These questions are of the utmost importance!

Do I need to draw up notarized articles of association?

It's not compulsory, but strongly recommended. On the other hand, if you are making a real estate contribution (land, premises, etc.) to form the share capital when the company is formed, a notary is essential. Every time a property is transferred, it must be registered with the land registry. As a result, the articles of association of a company with a property contribution must be drawn up in a notarial deed, as only the notary is authorized to carry out land registration.
In all other cases, the notary provides you with his "know-how" in the field of business law, and more specifically in corporate law. The drafting of certain clauses in your company's articles of association requires your full attention. This applies, for example, to approval clauses in the event of transfer of shares by death, sale or gift, which must be drafted with the utmost care.

Does my spouse have to be a member of the company?

When a company other than a joint-stock company is set up, or when a subsequent contribution is made, it is common for one of the partners to be married and to contribute an asset belonging to the community of spouses. Does this mean that the spouse is also a partner? There are special rules governing the use of community property to make a contribution to a company. If these rules are not complied with, the spouse could not only claim to be a partner, but also claim half of the shares.
Once again, a visit to your notary can help you avoid ending up in an unintended conflict situation. In companies such as SARLs, the partner must give prior notice to his or her spouse of the contribution of a joint asset. The husband or wife can then waive his or her claim to partner status and half of the shares by inserting a special mention in the articles of association. It's obvious that you miss out on this kind of subtlety when you fill in standard articles of association on the Internet!

Stéphanie Swiklinski