Droit des sociétés et notariat

The course covers the various aspects of company law that a notary may be required to deal with: the deed of incorporation (formalities and articles of association); the main acts amending the articles of association of SRLs, SCs and SAs (increase and reduction of capital/equity, modification of the object, modification of the respective rights attached to the different classes of shares); conversions; mergers, demergers and other restructuring transactions; dissolution and liquidation.

The course aims to equip students with the necessary tools to advise clients and draft notarial deeds in corporate law: identify the client's needs; ask the right questions; take into account all the necessary parameters in order to ensure that these acts comply with the legal provisions and the objectives, expressed or not, by the client.

Required and Corequired knowledge and skills

Law of obligations; company law.

The course is delivered in the form of interactive seminars. The course sessions will last two hours and will be devoted to questions and answers and discussions on the basis of exercises and notarial deeds reproduced in the syllabus and, where appropriate, other exercises and deeds communicated during the year. Students will be invited to read part of the material presented in the syllabus for each session and to do the necessary additional research, according to a schedule that will be communicated at the beginning of the academic year.

References, bibliography, and recommended reading

Students are invited to bring an up-to-date Code on Companies and Associations (as published by a publishing house or printed by the student), it being understood that an edition that is not up to date may be supplemented by the printing of the laws that have amended it.

Course notes

• Syllabus
• Université virtuelle

Additional information

The use of generative artificial intelligence (AI) tools is permitted for the preparation of exercises under the conditions specified by Article 40 of the General Regulations for the writing of dissertations and master theses.
It is strictly forbidden in the exam and would constitute a very serious case of fraud. 

Contacts

valerie.simonart@ulb.be

Campus

Solbosch

Method(s) of evaluation

• Other

Other

1. Exam exemption score
Students who actively participate in the courses will receive a score for their participation.
This score will reflect their mastery of the material. It is therefore not a matter of students simply preparing answers to the questions asked in the syllabus and comments on the notarial deeds reproduced in the syllabus, and reading them during the course, but of showing that they have understood and know the subject matter and are able to answer the questions that clients might ask them and to draft deeds.
This score will be built on participation in 10 of the 12 courses (those in which the student in question will have the best participation). An absence from a course will result in an absence grade for that course (there is no point in sending a medical certificate or other justification for students who cannot be present, even for a legitimate reason).
A score of 12 or higher than 12 will exempt the student from the exam.
Students who have obtained an exam exemption score but wish to waive it and take the oral exam are invited to report this to valerie.simonart@ulb.be no later than December 31 of the current year.

2. Oral exam
The oral exam is based on the same type of questions as those asked during the course. There will be no preparation time. Students will be able to consult their Code within reasonable limits, provided that it does not include any handwritten annotations.
Students who, for any reason, are unable or unwilling to take the oral exam are advised to report this to the course instructor prior to the exam.

Mark calculation method (including weighting of intermediary marks)

The total mark will be out of 20 (exam exemption score or exam mark).

Language(s) of evaluation

• french