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Wed, 13 Apr 2016

Notariusz w Krakowie - prawo spółek

O czym muszą pamiętać wspólnicy spółki z ograniczoną odpowiedzialnością

 

Chyba każdy wspólnik spółki z ograniczoną odpowiedzialnością wie, że prowadzenie działalności gospodarczej w tej właśnie formie wymaga współpracy wspólników z notariuszem. Kodeks spółek handlowych wprowadził obowiązek dokonywania określonych czynności dotyczących spółki z ograniczoną odpowiedzialnością właśnie w formie aktu notarialnego bądź z podpisem notarialnie poświadczonym.

Już od pierwszego etapu funkcjonowania spółki z o.o. niezbędny jest udział notariusza. Dzieje się tak dlatego, że umowa spółki z ograniczoną odpowiedzialnością przybrać musi formę aktu notarialnego. Pomijam tu oczywiście możliwość zarejestrowania tej spółki przy użyciu formularza elektronicznego, a to z tego powodu, że posługując się takim formularzem nie można modyfikować poszczególnych zapisów umieszczanych w umowie.

A zatem jeśli Pan X i Pan Y zdecydują o wyborze tej właśnie formy działalności gospodarczej, a na siedzibę swojej firmy wybiorą np. miasto Kraków udać się będą musieli do Kancelarii Notarialnej. I tak np. notariusz w Krakowie pomoże zredagować właściwe zapisy a następnie sporządzi stosowną umowę spółki, która następnie zostanie zarejestrowana w rejestrze przedsiębiorców prowadzonym przez właściwy sąd. Wraz z rozwojem działalności gospodarczej przez taki podmiot pojawiać się będzie też potrzeba zmiany wcześniej zawartej umowy spółki. W tym celu wspólnicy przy udziale np., już wyżej wspomnianego notariusza w Krakowie podejmą kolejne uchwały, w których zadecydują o nowym kształcie ich spółki z ograniczoną odpowiedzialnością, np. w zakresie podwyższenia kapitału zakładowego spółki, zmiany siedziby czy przedmiotu działalności gospodarczej. Przywołany już wcześniej notariusz w Krakowie sporządzi z takiego zgromadzenia protokół w formie aktu notarialnego obejmujący uchwały wspólników. Oczywiście wspólnik nie musi osobiście uczestniczyć w takim zgromadzeniu, gdyż może go reprezentować pełnomocnik, którym nie może być jednak ani członek zarządu spółki ani jej pracownik. Co do zasady wspólnicy mogą dokonywać czynności u notariusza w dowolnej miejscowości. Jedynym ograniczeniem będzie jednak wskazana w umowie siedziba spółki, gdyż poza wyjątkami wskazanymi w kodeksie spółek handlowych to właśnie w siedzibie spółki może się takie zgromadzenie wspólników odbyć. Siedzibę spółki należy natomiast rozumieć nie jako konkretny adres, a jedynie jako samą miejscowość. A zatem skoro Pan X i Pan Y zdecydowali, że siedziba ich firmy mieści się w Krakowie to z reguły notariusz w Krakowie sporządzi protokół z obrad zgromadzenia wspólników. Ten sam notariusz w Krakowie zbada także czy wszelkie formalności przewidziane w kodeksie spółek handlowych zostały zachowane, np. co do miejsca samego zgromadzenia.

Również zmiany osobowe w spółce wymagają udziału notariusza, gdyż umowa zbycia udziałów wymaga formy z podpisem notarialnie poświadczonym. To zaś oznacza, że i w tym wypadku niezbędna będzie wizyta u notariusza.

Wspólnik spółki z ograniczoną odpowiedzialnością musi także pamiętać, że jeżeli pozostanie jedynym jej wspólnikiem, a zarazem jedynym członkiem jej zarządu to jeszcze częściej będzie zobligowany do dokonywania czynności prawnych u notariusza. Jeśli więc Pan X zdecyduje się zbyć na rzecz Pana Y wszystkie swoje udziały w spółce, a następnie Pan Y  zostanie jedynym członkiem zarządu tej spółki to już każda czynność prawna między tym wspólnikiem, a reprezentowaną przez niego spółką wymagać będzie formy aktu notarialnego. O każdorazowym zaś dokonaniu takiej czynności prawnej notariusz zawiadomi sąd rejestrowy, przesyłając wypis aktu notarialnego.

Na koniec warto zaznaczyć, że nie tylko czynności wspólników wymagają udziału notariusza. Także w określonej w kodeksie spółek handlowych sytuacji uchwała zarządu musi być umieszczone w protokole sporządzonym przez notariusza. Dzieje się tak w przypadku obniżenia kapitału zakładowego spółki w sytuacji, gdy dochodzi do automatycznego umorzenia udziału.

Podstawę prawną wszystkich wyżej opisanych kwestii stanowią przepisy ustawy z dnia 15 września 2000 r. Kodeks spółek handlowych.

 

Tomasz Zięba

Przeczytano 1708 razy.

3.0/5(2 votes)



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