Since many Companies have not complied yet with the obligation to adapt their Articles of Incorporation to the Commercial Code amendments made in 2008, which it was supposed to complied by June 30, it has been granted again, according to Legislative Decree number 407, issued on June 26 of this year, a new extension period until September 30, 2013, to comply with such obligation. If the Companies failure to comply with the adequacy of their Corporate Documents, their Mercantile and Commercial activities may be ceased, in addition to fall into a possible illegality.
The main adjustments to be made to the Articles of Incorporation are:
1 – Amendment with regard to the Company´s domicile, stating the City and Department.
2 – Limited Liability Companies may adjust their Articles of Incorporation by dividing its capital into interests of a value of one dollar or a multiple of one.
3 – Stock Companies must adapt their Article of Incorporation by dividing its capital into shares of a value of one dollar or a multiple of one.
4 – Bring the regime of the appointment period of the directors or managers of the Stock Companies up to seven years.
5 – Add a new way to hold the Board of Directors meetings, as they can be made by videoconferencing.
6 – Include the possibility of the appointment of a Judicial Representative of the Company, if deemed appropriate.
7 – Establish that the appointment of new directors should be done no later than six months after the expiration of the term of previous ones.
8 – Stipulate that the maximum term of liquidation of the Company is up to two years.