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International
"Diversification and globalization are the keys to the future".
Fujio Mitarai
Viale Amedeo Duca d’Aosta 100
39100 Bolzano
Southtyrol | Italy
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FAQ
The role of the notary in the international area
The role of the notary in the international area is quite wide. A couple of examples as follows:
- European certificate of succession
- Purchases and disposals of properties in the Italian territory
- Cross-border merger and international corporate transactions
What is the european certificate of succession?
The EU-Regulation n. 650/2012 introduced the so called European Certificate of Succession for inheritances after August 17, 2015. The goal of the legislator is to align the rules in cases of inheritances with cross border aspects, considering the multiplicity regulations in the different countries and to define the competency, the applicable law and the office in charge of the issuing of the documentation. This certificate can be used by heirs, legatees, heir executors and inheritance administrators to proceed in a country of the EU which is not the country where the inheritance proceeding/succession started.
In Italy the European certificate of succession is issued by the notary upon request from the heirs, the legatees, heir executor or inheritance administrators, as provided by the EU-Regulation.
In Italy the European certificate of succession is issued by the notary upon request from the heirs, the legatees, heir executor or inheritance administrators, as provided by the EU-Regulation.
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info@bbnotare.itWhat is a cross-border merger?
A cross-border merger is a transaction in which companies regulated by different law systems participate.
The said transaction is regulated by art. 25, paragraph 3, Law n. 218/1995: in order to be valid the merger of legal entities must follow the respective law system under which the entities were established. Furthermore the Legislative Decree n. 108/2008 and the Italian civil code applies to compatible aspects for the Italian company concerned.
The procedure regarding the cross-border merge is characterized by a particular complexity and can be summarized as follows: the drafting of the merger plan; the approval of the merger plan; the drafting of the legal conformity certification, the merger transaction, the drafting of the final legal audit certification and ends with the deposit of those last three documents at the Chamber of Commerce.
The procedure starts in the same way as a national merger procedures with the merger plan. The law provides that the competent departments defined by the respective law systems draft together a “common merger plan”.
The plan must include, among other things, data regarding the participating companies, the previous establishment contract and the statute of the company to merge as well as all information mentioned in art. 1 Legislative Decree N. 108/2008. In the case of employment contracts with companies subject to incorporation, special attention is required.
Therefore the merger plan has to be approved in accordance with the rules of change of statute of the Italian company.
Before signing the merger agreement the legal conformity certification must be issued and consists in a certification attesting that the merger is in line with each country’s procedures. For Italian companies this certificate is issued by the notary.
Lastly the final legal audit certification follows, which is also issued by the notary and deposited at the competent Chamber of Commerce.
(source: “La fusione transfrontaliera e internazionale” by Angelo Busani. And "http://elibrary.fondazionenotariato.it/articolo. asp?art=21/2104&mn=3")
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