In the corporate field, our notarial practice regularly handles a broad range of transactions, including the incorporation of limited liability companies (S.r.l.) and joint-stock companies (S.p.a.), the drafting of minutes of extraordinary shareholders’ meetings, amendments to articles of association, capital increases and reductions, mergers, demergers, and corporate transformations, as well as company dissolutions and liquidations, and transfers of quotas and shares.
In particular, our firm also provides assistance in the online incorporation of S.r.l. companies, including IT and digital process support. Where one of the shareholders is resident in the Veneto region or where foreign shareholders are involved, an S.r.l. may be incorporated directly from a personal computer through the use of a qualified digital signature.
We advise clients on complex, high-value corporate transactions, with a strong focus on M&A and private equity. Our experience includes the structuring and execution of extraordinary transactions, the drafting of tailored articles of incorporation with multiple classes of shares and bespoke shareholder rights, and the management of special shareholders’ meetings. We regularly assist on domestic and cross-border mergers and demergers, leveraged buyout transactions and merger LBOs, as well as on sophisticated equity and debt instruments, including convertible notes, bonds, and stock option and incentive plans. We also act in transactions involving innovative start-ups and high-growth SMEs.
Alongside transactional work, we provide ongoing corporate support to portfolio companies and corporate groups, advising on governance, powers of attorney, proxy appointments, statutory filings, and the preparation of financial statements. Our practice also covers corporate transactions and agreements involving consortia, business networks, joint ventures (including temporary joint ventures – ATI), European Economic Interest Groupings (EEIG), and strategic collaboration arrangements.
Intervention in the case of individuals
– Valid identity card or driver’s license issued by the Prefecture.
– Original Tax Code card or Health Insurance card.
– If unmarried, certificate of single status.
– If married or widowed, extract of the marriage certificate issued by the Municipality where the marriage took place.
– Indication of any family relationship between the parties.
– Copy of any family business (if applicable).
Non-EU citizens: Residence permit or permanent residence card.
Intervention in the case of entities and companies
– Identity document of the legal representative.
– Chamber of Commerce certificate.
– Current statute.
For entities with a Board of Directors: Minutes book to extract the resolution authorizing the transaction.
Documents related to the object of the company transfer
If there are fixed assets:
-List of depreciable assets.
-Documentation related to vehicles.
If there is merchandise: List of inventories.
If the company includes real estate (see the sheet for real estate transfers): Lease agreements.
Administrative titles:
– Permits for the operation of the business.
– Declaration from tax agencies.
– Contribution compliance certificate.
Almost all of these documents can be requested independently by our office for the business transfer. However, having as complete a set of documents as possible available facilitates and speeds up the procedure, as well as avoiding unnecessary cost increases due to the paid request for certificates and various documents.
Once the estimate is accepted, our office will provide you with a list of documents that must be submitted before the contract is signed, in order to allow them to be checked in advance.
Individuals:
– identity card or driving license issued by the Prefecture.
– Original Tax Code card or Health Card.
– Certificate of single status or extract of the marriage certificate issued by the municipality where the marriage was contracted.
Non-EU citizens: Residence permit or residency card.
Entities and companies:
– Identity document of the legal representative;
– Chamber of commerce certificate;
– Current bylaws;
– Documents related to the share transfer agreement.
Documents related to the structure of the company whose shares are subject to transfer:
– Current bylaws;
– Chamber of commerce certificate;
– Waiver of pre-emption rights by other shareholders.
Most of these documents can also be independently requested through our firm. However, having as complete a set of documentation as possible will facilitate and speed up the process, and help avoid unnecessary costs due to the paid request of various certificates and documents.
Once the estimate is accepted, our firm will provide you with a list of the documents you must deliver before the signing, in order to verify them in advance.
Individuals:
– Valid identity card or driving license issued by the Prefecture.
– Original Tax Code card or Health Card.
– Certificate of single status or extract of the marriage certificate issued by the municipality where the marriage was contracted.
Non-EU citizens: Residence permit or residency card.
Entities and companies:
– Identity document of the legal representative.
-Chamber of commerce certificate (Business Register).
-For entities with a Board of Directors: Minutes book from which to extract the relevant resolution.
For intervention by a representative: Original special power of attorney or authentic copy of the power of attorney issued by the notary who holds the original.
Documents related to the company’s structure:
– If capital is paid in cash (S.r.l., S.p.A.): 25% payment. If sole shareholder: full payment of the share capital.
– If the contribution is not in cash: appraisal report.
– If the contribution is land: urban planning certificate (certificato di destinazione urbanistica).
Most of these documents can also be requested through our firm. However, having a complete set of documentation available will facilitate and speed up the process, and help avoid unnecessary costs due to the paid request of various certificates and documents.
Once the estimate is accepted, our firm will provide you with a list of the documents you must deliver before the signing, in order to verify them in advance.
From the seller:
Provide a copy of the notarial deed of purchase with the transcription note.
If the property was acquired through inheritance, provide:
– Inheritance declaration;
– Death certificate;
– Copy of the minutes of publication of any will.
If the property is part of a condominium:
– Declaration from the condominium administrator;
– Cadastral map;
– All building/urban planning permits related to the property being sold;
– Copy of the certificate of habitability/viability;
– Energy certification issued by an authorized certifier;
– Conformity certificate for the installations. If certifications are not available, the parties must agree and declare their responsibilities and obligations in the deed.
If the seller is the construction company:
– Ten-year insurance policy, as per legal requirements.
If the property is encumbered with a mortgage:
– Copy of the mortgage contract;
– Receipt of mortgage repayment or last payment slip;
– If applicable, a copy of the notarial deed consenting to the cancellation of the mortgage.
If the property is leased to third parties:
– Copy of the lease agreement;
– Check the preemption rights: for residential leases, with notice of termination, and for commercial premises.
If the sale concerns land:
– Cadastral certificate and map with boundaries;
– Urban planning certificate;
– Check, for preemption purposes, for tenants or neighboring parties with rights.
From the buyer:
Copy of the registered preliminary purchase agreement;
Copy of the payment of taxes (F23 form).
For all properties, verify any potential capital gains.
If opting for the substitute tax, as provided by law, provide a settlement statement. For land, provide any appraisal reports for the revaluation of values.
Each party must, at the time of assigning the mandate, declare in writing to the Notary, for the fulfillment of anti-money laundering obligations: the activity carried out, brief reasons for the deed to be executed,the source of funds necessary for the transaction,the identification of the parties, on behalf of whom, if applicable, the operation is to be carried out.
Most of these documents can also be independently requested through our firm.
However, having as complete a set of documentation as possible will facilitate and speed up the process, and help avoid unnecessary costs due to the paid request of various certificates and documents.
Once the estimate is accepted, our notary office in Padua will provide you with a list of the documents you must deliver before the signing
in order to verify them well in advance.
The Doria Saglietti Scerbo Notary Firm boasts extensive knowledge of regulations relating to the incorporation of companies: online limited liability companies, limited liability companies, joint-stock companies, innovative start-ups, and SMEs. The Firm is also always up to date with the latest developments concerning Third Sector Entities (ETS).
Individuals:
– Valid identity card or driving license issued by the Prefecture.
– Original Tax Code card or Health Card.
– Certificate of single status or extract of the marriage certificate issued by the municipality where the marriage was contracted.
Non-EU citizens: Residence permit or residency card.
Entities and companies:
– Identity document of the legal representative.
-Chamber of commerce certificate (Business Register).
-For entities with a Board of Directors: Minutes book from which to extract the relevant resolution.
For intervention by a representative: Original special power of attorney or authentic copy of the power of attorney issued by the notary who holds the original.
Documents related to the company’s structure:
– If capital is paid in cash (S.r.l., S.p.A.): 25% payment. If sole shareholder: full payment of the share capital.
– If the contribution is not in cash: appraisal report.
– If the contribution is land: urban planning certificate (certificato di destinazione urbanistica).
Most of these documents can also be requested through our firm. However, having a complete set of documentation available will facilitate and speed up the process, and help avoid unnecessary costs due to the paid request of various certificates and documents.
Once the estimate is accepted, our firm will provide you with a list of the documents you must deliver before the signing, in order to verify them in advance.
For all properties, verify any potential capital gains.
If opting for the substitute tax, as provided by law, provide a settlement statement. For land, provide any appraisal reports for the revaluation of values.
Each party must, at the time of assigning the mandate, declare in writing to the Notary, for the fulfillment of anti-money laundering obligations: the activity carried out, brief reasons for the deed to be executed,the source of funds necessary for the transaction,the identification of the parties, on behalf of whom, if applicable, the operation is to be carried out.
Most of these documents can also be independently requested through our firm.
However, having as complete a set of documentation as possible will facilitate and speed up the process, and help avoid unnecessary costs due to the paid request of various certificates and documents.
Once the estimate is accepted, our notary office in Padua will provide you with a list of the documents you must deliver before the signing
in order to verify them well in advance.
At Doria Saglietti Scerbo Notary Law Firm, the acquisition of companies, shareholdings, equity interests, and businesses or business units is among our core areas of activity and one to which we devote particular attention. We place a strong focus on the strategic and financial aspects of these transactions. We provide notarial, corporate, and tax assistance in connection with the structuring and execution of share and asset purchase agreements, contributions in kind, capital contributions, and business leases.
We also act as escrow agent in acquisition transactions, ensuring, with the highest level of professionalism and reliability, the protection and security of all parties involved.
Valid identity card, driving license issued by the Prefecture, or passport
– Tax Code card or Health Card.
– Certificate of Residence.
– Indication of any family relationship between the parties involved.
Unmarried individuals:
-Certificate of single status or widowhood (in plain paper).
– Married individuals (even if separated or under the legal regime of community of property):
-Extract of the marriage certificate (in plain paper) issued by the municipality where the marriage was contracted.
Copy of the property separation agreement.
Copy of the property fund deed.
Separated or divorced individuals: Separation or divorce judgment/decree.
Identity card of the legal representative
Tax Code and VAT number;
Articles of Association;
Chamber of Commerce certificate (Business Register);
Current bylaws or the latest notarial deed containing the updated shareholder agreements.
Title of purchase: Notarial deed or court judgment.
If the purchase was made through inheritance:
– Inheritance declaration;
– Will;
– Acceptance of inheritance.
If it is a real estate unit or land: Cadastral certificate and map with boundaries.
Almost all documents can also be requested through our firm, however, having a complete set of documentation available will facilitate and speed up the process, and help avoid unnecessary cost burdens due to the paid request of various certificates and documents.
Once the estimate is accepted, our firm will provide you with a list of the documents you must deliver before the signing
in order to verify them well in advance.
Doria Saglietti Scerbo Notary Law Firm has extensive expertise in real estate matters and in all tax aspects relating to the real estate sector, with particular focus on property transfers and real estate purchase and sale transactions.
We advise private individuals, companies, and public entities on all transactions involving the transfer of ownership or other in rem rights, including property sales and purchases, donations, exchanges, settlements, the creation of usufruct and easements, partitions, the drafting of notarized preliminary agreements, urban development agreements, land reallocations, and the execution of property settlement agreements in the context of separation and divorce proceedings. Our assistance also covers innovative contractual structures such as rent-to-buy, buy-to-rent, and help-to-buy arrangements.
The firm also advises on all real estate–related financing and enforcement matters, including mortgages, mortgage substitutions (refinancing), mortgage releases, and real estate enforcement proceedings.
Valid identity card, driving license issued by the Prefecture, or passport
– Tax Code card or Health Card.
– Certificate of Residence.
– Indication of any family relationship between the parties involved.
Unmarried individuals:
-Certificate of single status or widowhood (in plain paper).
– Married individuals (even if separated or under the legal regime of community of property):
-Extract of the marriage certificate (in plain paper) issued by the municipality where the marriage was contracted.
Copy of the property separation agreement.
Copy of the property fund deed.
Separated or divorced individuals: Separation or divorce judgment/decree.
Power of Attorney: Original or authenticated copy issued by the notary who retains the original in their records.
Representation of Incapacitated Individuals: Judicial authorization.
Non-EU citizens: Residence permit or residency card.
Identity document of the legal representative;
Tax Code (Codice Fiscale) and VAT number;
Articles of Incorporation (Atto Costitutivo);
Chamber of Commerce Certificate (Registro Imprese);
Current bylaws or the latest notarial deed containing updated shareholder agreements.
For entities with a Board of Directors: Minutes book to extract the resolution that authorizes the operation.
In cases of conflicts of interest with the administrative body: Shareholder assembly resolution.
From the seller: Copy of the notarial deed of purchase with the transcription note.
If the property was acquired through inheritance:
– Inheritance declaration.
– Death certificate.
– Copy of the minutes of publication of any will.
If the property is part of a condominium:
– Declaration from the condominium administrator.
– Cadastral map.
– All building/urban planning permits related to the property being sold.
– Copy of the certificate of habitability/viability.
– Energy performance certificate issued by an authorized certifier.
– Certification of compliance for installations. If certifications are not available, the parties must agree and declare in the deed the responsibilities and obligations.
If the seller is a construction company:
– Ten-year insurance policy, as required by law.
– In case the property is encumbered by a mortgage, provide:
– Copy of the mortgage contract.
– Receipt of mortgage discharge or the last payment receipt.
– If applicable, copy of the notarial deed of consent for the cancellation of the mortgage.
If the property is leased to third parties:
– Copy of the lease agreement.
-Verify the right of first refusal: for residential properties with notice of termination, and for commercial properties.
If the sale concerns land:
-Cadastral certificate and map with boundaries.
– Urban planning certificate.
– Verify, for the right of first refusal, the presence of tenants or neighboring parties with rights.
From the buyer:
– Copy of the registered preliminary purchase agreement.
– Copy of payment of taxes (F23).
For all properties, verify any potential capital gains.
If opting, in the cases provided by law, for the substitute tax, provide a liquidation statement. For land, provide any appraisal reports for value reassessment.
Each party must, at the time of commissioning the notary, declare in writing
for the purposes of fulfilling obligations under anti-money laundering regulations: the activity carried out, brief reasons for the act to be performed, the source of funds necessary for the transaction, and indicate the persons on whose behalf they may be acting.
Almost all documents can also be requested directly by our firm;
however, having as complete a set of documentation as possible facilitates and speeds up the procedure and also avoids unnecessary costs arising from paid requests for certificates and various documents.
Once the estimate is accepted, our notarial firm in Padua will provide you with a list of documents
that must be delivered before the signing, so they can be verified well in advance.
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