If you intend to transform your limited society into a shares society, or the other way around, or even to any other type of legal form, then you need to make sure that your society fills the requirements for this transformation, deliberate on the transformation, assign a Chartered Accountant as mandatory auditor who will check the applicability of Corporate Governance, and comply with some legal formalities.
A society cannot be changed:
- a) If the capital is not fully liberated or if the money entrances stipulated by contract have not been totally carried through;
- b) If the balance sheet of the to be transformed society shows that its patrimonial value is inferior to the sum of equity and legal reserve;
- c) If partners owning special rights that cannot be maintained after the transformation are opposed to it;
- d) If, in case of a shares company, it has emitted obligations convertible in shares that have not yet been fully reimbursed or converted.
The General Assembly must deliberate, approving separately:
- a) The approval of the balance sheet patrimonial situation, according to law;
- b) The approval of the transformation;
- c) The approval of the contract by which the society will to conduct itself, including the nomination of the board of directors, which includes the chartered accountant, in the role of mandatory auditor in charge of checking the applicability of Corporate Governance.
A Report Justifying the transformation must be elaborated by the management, accompanied with a balance sheet (especially elaborated for this effect and that could be the one of the last exercise, if it has been closed less than 6 months before the deliberation of transformation) and of the project of the new society, as stipulated by law, as mentioned above.
The only fiscal implication is that of communicating the modification of the partnership contract, by the delivery of a declaration of amendments.
Upon Registration, the society will have a new legal form.