Notarial deed

What it means

A notarial deed is a public instrument drawn up by a notary. For an s. r. o. the law requires one to amend the articles or for certain general meeting resolutions.

Its second function is as an enforceable title: if the debtor acknowledges the debt in the deed and consents to enforceability, the creditor can go straight to a bailiff without a court.

A notarial deed is not the same as having a signature certified, for example on a power of attorney. With a certification the notary confirms only who signed and does not examine the content. With a deed the notary drafts the content, checks that it complies with the law, and the document carries the evidential weight of a public instrument, which the other side has to rebut.

How it works in practice

Companies need one for capital increases, changes of seat or members, transformations and liquidation. The deed accompanies the application for a register entry.

In commercial dealings the form is used for instalment plans on larger debts. The notary’s fee is a fraction of what litigating the same amount would cost.

In an s. r. o. with a single member, the general meeting is replaced by that member’s written decision. Where a general meeting resolution would need a notarial deed, such as amending the deed of foundation, the member’s decision needs one too, so we book the notary just as if the whole general meeting were meeting.

What to watch out for

A foreign document must be translated for the notary and often carry an apostille. Forget it and the register entry slips by weeks although the decision was taken long ago.

A deed works as an enforceable title only when it states the debt, its due date and the consent to enforceability precisely. With a repayment schedule that has no clear rule on what happens when one instalment is late, the creditor can enforce only the instalments already due and must wait or sue for the rest.