Deed of Incorporation: What It Is, When It’s Required, and How to Handle It Remotely

Starting a new business involves navigating various legal requirements, and one of the critical documents you'll encounter in many EU jurisdictions is the Deed of Incorporation. This document is central to officially creating your company and ensuring its legal recognition. This guide will comprehensively explore the Deed of Incorporation, when it is mandatory, and how Legitify can simplify the notarization process.

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What is a Deed of Incorporation?

A Deed of Incorporation is a legal document that formally establishes a company’s legal existence. It defines the company’s legal form, registered office, capital structure, governance, and the rights and responsibilities of its founders or shareholders. Once notarized and filed with the commercial registry, the deed confers legal personality and limited liability.

In civil-law jurisdictions across the EU, this deed is a legal requirement for company formation. It must be notarized to be valid, and this notarization ensures authenticity, legal compliance, and protection for all parties involved.

In certain jurisdictions, the notary is responsible for drafting the Deed of Incorporation based on information supplied by the founders. In others, the deed may be prepared by the founders themselves or their legal representative, and subsequently reviewed and notarized by the notary.

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When is a Deed of Incorporation Mandatory?

In the European Union, the following scenarios typically require a Deed of Incorporation:

1. Formation of Limited Liability Companies

Limited liability companies such as GmbH (Germany, Austria), BV (Netherlands), SARL (France, Luxembourg), and SA (Spain, Italy, Belgium) require a notarized deed of incorporation. This is because notarization validates the contribution of capital and the establishment of corporate governance structures, providing legal assurance for creditors and other stakeholders.

2. Verification of Share Capital

If your business involves capital contributions, either cash or assets (in-kind), a notary must verify these contributions. A Deed of Incorporation proves these assets or funds exist and have been accurately valued, protecting future creditors and investors.

3. Complex Governance Structures

Companies needing special governance provisions, such as multiple share classes, restrictive transfer clauses, special voting rights, or veto powers, require these provisions embedded into a notarized deed to guarantee their enforceability and public recognition.

4. Contributions of Real Estate or Significant Assets

The contribution of real estate or substantial assets at incorporation mandates notarization. Real estate transfers inherently require notarization, ensuring transparent, legal transfer of ownership and accurate valuation.

5. Subsequent Corporate Amendments

If your company was initially formed through a Deed of Incorporation, future amendments, such as capital increases, name changes, or governance adjustments, must also be notarized. This ensures consistency, legality, and transparency throughout the company's existence.

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Key Components of the Deed of Incorporation

The Deed of Incorporation is a comprehensive legal document that typically contains the following key elements:

• Company Name and Legal Form: Clearly states the official name of the company and its legal structure (e.g., GmbH, SARL, BV), which defines its legal identity and obligations.
• Registered Office Address: Specifies the official physical address where the company is domiciled and can be contacted for legal matters.
• Capital Structure: Details the total share capital of the company, the number and types of shares issued, their nominal value, and the way shares are distributed among founders or shareholders.
• Governance Provisions: Sets out the organization of management, including the appointment, roles, and powers of directors, supervisory boards, and any other governing bodies, along with rules for decision-making processes.
• Articles of Association: Incorporates essential clauses such as restrictions on share transfers, rights attached to different share classes, voting procedures, dividend distribution policies, the financial year, and how amendments to the articles are to be made.

These components form the core of the Deed and are legally binding once notarized. The notary carefully reviews these details during the incorporation process to ensure that the deed complies with all applicable laws and accurately reflects the company’s structure and governance.

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Incorporation in the UK

In the United Kingdom, forming a company doesn’t require a Deed of Incorporation. Instead, Companies House issues a Certificate of Incorporation after registration, confirming the company’s legal existence. While notarization isn’t needed for domestic use, UK businesses may still need notarized or apostilled copies of this certificate for international use.

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How Legitify Modernizes Notarization for Company Incorporation

Legitify’s secure online notarization platform transforms company formation into a digital-first process, removing the need for in-person appointments and enabling a faster, more compliant workflow. 

• Remote Notary Access: Founders and stakeholders can meet with a licensed notary entirely online, avoiding the need to travel or coordinate in-person meetings, especially helpful when participants are located in different countries.
• Multi-Document Processing: Users can upload all necessary documents in one secure session, keeping the process streamlined from start to finish.
• Identity Verification: Each participant is verified during account setup through secure identity checks, ensuring full compliance before the notarial session takes place.
• Cross-Border Compliance and Recognition: The notarized documents meet legal standards across jurisdictions, making them valid for domestic filings and internationally recognized for cross-border use.

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Navigating incorporation procedures shouldn't distract from your main goal: building your business. Simplify your company formation notarization requirements with Legitify’s reliable, and secure online notarization solution.

Visit Legitify today and discover how to streamline your notarization processes, allowing you to focus on what truly matters, growing your business