Constitutive act of a single-member limited company (EOOD)

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The founding document of the company: name, registered seat, objects, capital, shares, managing director and the manner of representation. It is filed with the Commercial Register together with the rest of the pack. The minimum capital is one euro. Before filling in anything, check that the company name is free in the Commercial Register — if it is taken, the whole pack has to be redone.

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Common questions

What is the difference between a constitutive act and articles of association?

A constitutive act is for a company with one owner; articles of association are for two or more. If you later take on a partner, the act is replaced by articles, which is a separate change to be registered.

Can I be both the owner and the managing director?

Yes, and that is the usual arrangement in a single-member company. But the two capacities are different: the owner holds the capital, while the managing director represents the company and answers for how it is run.

Am I liable with my personal property for the company's debts?

As a rule no — liability is limited to the capital. There are exceptions for mismanagement and for personal security you have given yourself, such as guaranteeing a company loan.

Can the objects be drawn widely?

They can, and it is usually sensible for them to cover what is planned as well, so that the act does not have to change with every expansion. For licensed activities, though, an entry in the act does not replace the licence.