If a private limited company's share capital is at least €10,000 and fully paid, its articles may waive notarisation and require the disposition transferring a share to be made at least in a form reproducible in writing. All shareholders must agree to adopting or amending the articles to waive or restore this requirement.
Amending the articles
The company must have at least €10,000 in fully paid share capital. All shareholders must consent to the amendment; a majority resolution is insufficient.
Entry on the registry card
The registry card records that the company has waived the formal requirement for dispositions transferring and pledging shares. This protects the parties, because the information may be important to a buyer before the transaction and affect their decision.
Board responsibility
The change also increases the responsibility of shareholders and the board. The board must promptly notify the Commercial Register of changes in shareholder details. Where a transfer is notarised, the notary normally communicates changes. Where notarisation is waived, this duty rests on the board. Shareholders must also promptly notify the board of changes.
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Sources:
Commercial Code
Ministry of Justice