Business Structures and Classifications

Posted on Dec 1, 2024 in Law & Jurisprudence

Lempresari

A. Historical Development

Eighteenth century: The capitalist employer as the owner of the means of production (Adam Smith). In the Industrial Revolution, the lèpoca Lempresari is individual. Lempresari matches the owner of capital and handles mass production. Lempresari is defined as the individual who commits their ability to operate lempresa and faces the risk of the activity.

Eighteenth – Nineteenth century: The businessman as entrepreneur (Cantillon, Say). Cantillon is the person who assumes business risks without knowing at what price they will recover. Say, instead, considers the value of production and achieving profits.

XIX Century: The entrepreneur as an organizer (Marshall). Thanks to technological advances, the best rewards require more capital, leading to large companies in which several owners jointly fund lempresa. A new figure of the d’empresari is born, while the objectives of lempresa and the capitalist begin to separate.

Business objectives and separate spheres: Shareholders aim to obtain returns on their investments. On the other hand, the professional Lempresari seeks continuity and growth of lempresa, depending on the shareholders’ support.

Lempresari is a person who, in addition to organizing, planning, and managing factors, distinguishes between business profitability (the ability of the organization to reward) and dividends (rewarding capital contributions).

Twentieth Century: The entrepreneur as a risk-taker (F.H. Knight). This is the person who assumes the economic risk of the activity, advancing money and therefore should be rewarded with a profit. There are two types of activities carried out in the direction of lempresa:

  • The director or professional employer who gives orders and develops the management function of lempresa.
  • The asset-owning Lempresari who assumes the risk and selects the person who gives orders and directs the management of lempresa.

Twentieth century: The entrepreneur as an innovator (J.A. Schumpeter). It is not the risk factor that explains the gains of the Lempresari but innovation and technical progress. In the capitalist system, the process of technological change and market innovation makes companies more competitive. Companies innovate until competitors enter the market, causing these extraordinary profits to decrease. The phases of technological change are investment, innovation, and imitation.

Twentieth-century technocrat entrepreneur (J.K. Galbraith). The economic power has widened from individual property to organizations. The so-called right or restricted power is exercised by directors who make decisions concerning lempresa and have all the information and coordination. Galbraith made a critical study of the relationship between a market economy dominated by large companies and a structure of small businesses.

Twentieth – Twenty-first century: The business leader (Bennis W.G.). The Lempresari must be innovative, a good leader, and a good strategist, choosing appropriate ways to achieve goals.

B. Functions of the Lempresari

Plan: Create an action plan after diagnosing and analyzing the current economic situation, interpreting consumer desires through market research.

Manage: Direct all elements towards achieving the goals of lempresa, as previously planned.

Organize and coordinate: Arrange all available elements of lempresa so that the overall functioning is as effective as possible.

Control: Monitor the extent to which the set objectives are being met according to the plan and correct possible deviations.

The Lempresari is the person who makes decisions for lempresa to achieve previously set goals and tries to balance all the elements involved, always acting in an uncertain environment.

2. Classes of Empresas

A. Based on Size

Companies can be classified into large, small, or medium-sized. Several criteria are used for this classification:

  • Economic criteria: Turnover, i.e., income earned from sales.
  • Technical criteria: Technological level and innovation capital.
  • Equity criterion: Assets, rights, and obligations.
  • Organizational criteria: Number of workers and their organization within lempresa.

B. According to Activity

The primary sector comprises enterprises engaged in activities related to natural resources, such as farming or cattle raising.

The secondary sector includes companies engaged in industrial or transformation activities, such as a textile factory.

The tertiary sector includes commercial companies (selling articles with or without transformation), such as a hypermarket.

C. According to Capital Ownership

L’empresa is owned by private individuals or legal entities. For example, El Corte Inglés.

L’empresa is owned by the state or any public entity, such as RENFE.

A mixed company is one whose ownership is shared between the state and individuals. When the capital is mostly state-owned, it is called a public company.

D. Based on Legal Form

Individual enterprise: When there is one owner, i.e., a single person owns lempresa.

Business partnership or society: When there are multiple owners, i.e., several people associate and form a common heritage, each contributing capital to exploit it.

3. Types of Empresas According to Legal Form

A. Individual Company

L’empresa is a single-personality type that empresas físicas have, i.e., the owner is an individual.

Individual Entrepreneur or Self-Employed

The individual empresari is an individual who operates on their own behalf and not through a commercial company, professional or industrial.

An individual entrepreneur:

  • Must be of legal age.
  • Must have full availability of their assets.
  • Has no specific legal regulation and is subject to the general provisions of the Commercial Code in commercial matters and the Civil Code regarding rights and obligations.
  • Has control of lempresa as the owner and directs its management.
  • The name of lempresa must match the owner’s name.

Dependent Self-Employed

Those who carry out an economic or professional activity for profit regularly and predominantly for one person or entity, called a client, on whom they economically depend, receiving at least 75% of their income from work and economic or professional activities.

They must simultaneously meet the following conditions:

  • Not having employees or subcontracting some or all of the activity to third parties.
  • Having their own production infrastructure and materials.
  • Not carrying out their business in a way that makes them indistinguishable from workers providing services under any form of employment contract on behalf of the client.
  • Developing their activity with their own organizational criteria.
  • Perceiving an economic benefit from the outcome of their activity, in accordance with what is agreed with the client.

Private Civil Society

A civil society is based on a private contract by which two or more people agree to pool money, goods, or industry, with the aim of sharing profits among themselves.

Although these societies are formed by more than one person, they are considered individual firms because they lack legal personality, i.e., they have physical personality. The main features are:

  • Companies are formed through secret pacts among members.
  • Their actions are individual.
  • They must have a lawful object.
  • They are established based on the common interest of members.
  • The company lasts for the time agreed upon in the contract.
  • The corporate name can be any name chosen by the members.
  • The minimum number of members is two.
  • There is no statutory minimum capital for its constitution.
  • Civil partners are taxed through the Impost sobre la Renda de les Persones Físiques (Income Tax).

B. Company Society

L’empresa society is a type of empresas with legal personality, i.e., it has a different personality from the owners.

Companies are divided into:

  • Civil Society Affairs.
  • Corporations.
  • Societies within society.

Public Civil Society

It has the same goal and similar features as a private civil society, but agreements between partners are public and are constituted by a public deed issued before a notary. This gives it a legal personality that differs from private civil societies.

4. Mercantile Society

A. Collective Society


The personal qualities of their partners are crucial for its functioning, as it is dune Personalist society.

General Characteristics:
Minimum number of partners-2 and no maximum
All partners involved in the management of the company. If members bring their work can not only intervene in management.
Members respond to the social debts 3rd people on a personal and unlimited solidarity
There is no minimum capital
The status of members can not pass freely, you need the consent of other partners.
The corporate name must be the name of all partners or dalguns or dunk them alone, and followed companyia.i series of collective society

B. Simple Kommanditgesellschaft
General Characteristics:
Two types of partners
– Groups (involved in the management of social debts and respond)
– Comanditaris (ecnomica make contributions and participate in financial results speak without management)
Minimum number of partners a collective-2 and comanditari
Status of members can not pass freely without the consent of the other
Neither hiha minimum capital
Company name-all names and companies with Collectives society comandita
Revenue for IS

C. Kommanditgesellschaft stock
General Characteristics:
The participation of limited partners is represented by shares that are equal parts of capital
Number of members and at least a minimum 2-collective
Company name-name chosen society comandita followed by actions
Revenue for IS


D. Limited liability
General Characteristics:
A number of partners or sole proprietorships mes.societats (1) and more than a natural person or legal entity.
Liability limited by capital-contributing partners
Capital Divito in participacions.el capitalminim must be signed and disbursed
Month-name partners Rao SL
For wing transmission of shares SHA managers communicate the intent of the transfer, elnombre daccions and identity.
Revenue for IS

Constitution:
Shah of writing in published form, it should be entered in the register mercantil.estatuts society:
name of society
purpose
Address
Capital
forms dorganitzar ladministracio
other illicit agreements

Corporate Bodies:
Board general deliberative body and decisio.afers (uncensored social gesture, approving accounts lesxercici application results, appointment and dismissal of administrators … etc.)
Administrators can not dedicarse the same trade, will serve for a certain time, should follow the rules, are not partners.

Partners:
Right to participate in the distribution
Right to tanteig in equity ladkisicio
Right to participate in social decisions
Law dinformaco scripts

E. Limited new company
Type of capitalist society that created The goal sha allow contitució empresas quickly for small and simple, thus saving costs and time.
The founding members will be able to add any other unusual activity.

General Characteristics:
nosmbre the partner is at least one dunk and related five at most.
the liability of limited partners for the capital contributed.
how much capital, I can not be less than 3 012 euros or more than 120 202, the minimum capital may only be desembosst through monetary contributions. The capital is divided into shares.
The corporate name shall consist of the surnames of both partners and name partners dunk followed by New Enterprise Limited.

Constitution:
The single document will be decisive in Electronic sinclouran that all data relating to society and could send new business through electronic techniques, computer and telematic technology.

Partners:
only individuals can be partners.
costituir or may not become a single member company dune new company who exercixin status as sole shareholder in another company daquest type.
shall not be required ladministracio Llubí the Register of members.

F. Sociedad Anonima

General Characteristics:
The number of members may be dun or month, whether natural or legal persons. When there is only one partner have the name dunipersonals.
the liability of members is limited to the capital contributed.
The minimum share capital of costitucio is 60 101.21. This capital is divided into bearer shares. Such companies can create mutjançant fundacio simultaneous and successive Foundation.
The corporate name must be composed by the name of the company followed SSocietat Anonima.
The transfer of the shares are free.
This company taxed for limpost societies.

Constitution:
In lescritura of costitucio, among other data, should dincloure shi statutes of the society, and must contain at least:
The name of the company.
Lobjecte social determinant that lintegren societies.
The business address.
Social capital.
The number that is divided into daccions capital.
The form or forms dorganitzar ladministracio.
Other special conditions and covenants asks that members see fit to settle there.

Corporate Bodies:
General Meeting: A meeting where the members decide on important issues of lempresa.
– Ordinary General Meeting: Meets the first six months for each exercise of corporate management, approve the accounts and resolve lexercici previous laplicacio about the result.
– Extraordinary Shareholders’ Meeting: Board will not meet all requirements lanterior.
– Board Universal: In quial must be all capital di dacceptar the participants unanimously celebration.
Administrators: Ladministracio society can be confirmed by an administrator or a group of people (Council dAdministració). Administrators must meet certain requirements:
– Need not be shareholders.
– DDE They will perform in the annual accounts within three months from the closing of lexercici.
– Shall not engage, charges for the time to bring lescriptura social and can be removed at any time by the General Meeting.
– Responding versus society, the Shareholders and creditors of the social damage caused by acts contrary to law or the statutes.

Shareholders:
They have the following rights:
Right to participate in the distribution of social benefits.
Preferred lemissio Law subscricio in new shares.
Law dassistencia and vote at meetings.
Right to challenge the agreements.
Dinformacio law on matters dealt with by the Board dAccionistes.

The capital is divided into equal parts and each sanomena action. The contributions of capital are represented by dune company titles or half daportacions account.

Daccions Classes:
According to rights:
– Ordinary: have no special rights.
– Privileged have some privilege, such as receiving a minimum dividend.

According titulatirat:
– Nominal: l laccio includes owner’s name.
– Bearer: laccio property of the perpetrator.

Based Capital:
– Ordinary: Are those who are paid up through currency.
– Own Son auqelles that in contrast to payment sadmet a contribution in kind.
– Liberated: in this case laccio SEMET EDITOR reservations or dune hand, if they are completely free in its entirety.

Basics equities:
Nominal value: The value of each action listed in the title or annotation account.
Cash Value: Is the market value at the time of purchase and venda dune action.
Theoretical value: the value of an action upon several objective criteria.
Subscription rights: It is the shareholders’ preferential right to subscribe new shares to stay with the same amount of capital they had lempresa before lampliacio capital.
Income and profitability: Is the capital apacitat dun produce an income. Sexpressa by a percentage.
G. Social work
General Characteristics:
No member may have shares or representing more than a third of the capital, except for public entities, which can reach 49%. The minimum number of partners, 4 of which 3 must be traballadors.
The share capital is divided into shares or equity. There are two classes of participatory actions:
– Class work
– General Class.
The actions of corporations have desta represented by title, not by book entries.
They can hire workers who are not members
The corporate name can consist of any name followed by limited liability company or Sociedad Anonima Laboral Laboral.
Praticipacions the transmission daccions and social class are working to give preference to workers that there are permanent members.
These companies must compulsorily contituir a Special Reserve Fund with 10% of the benefit.
Constitution:
They must be trained in writing and publishing inscriures in the Registry.

5. Society within society.
Dun It kind of society do not intend to obtain a benefit, but to satisfy the common needs of its members.

A. Cooperative Society
Is an association of individuals or companies with common needs and interests. They are a common heritage with limitations on their transferability and non-profit.

General Characteristics:
The cooperative may be first degree, minimum of 5 members. Second grade, this number consists of 2 and cooperatives are legal entities that normally.
The responsibility of members for debts of the cooperative is limited to nominal limport their contributions.
The minimum share capital of each cooperative is fixed in the statutes and is variable depending on the number of partners that incorporate or provide low-shi.
The company name is usually dincloure Cooperative Society
30% of the surplus obtained by the SHA coorpetariva allocated to Mandatory Reserve Fund and the Fund dEducacio and Promotion.
Constitution
Because acquiring legal personality should Comla the formal requirements following its registration in the Registrar of Cooperatives.
Corporate Bodies:
General Assembly. It is the meeting of members and partners, to deliberate and make agreements as supreme decision. Aims to examine the social management, approve the annual accounts, authorized the allocation of general policy and establish lexcedent d ela cooperative.
Board. It lórgan governance, management and representation of the cooperative. Must have at least three emmbres they are partners.
Resources Committee. His function is to process and resolve complaints against the sanctions of its partners.
Inspectors. Serve as censoring statements. Must be between one and three partners.

Partners:
Rights of partners are:
Participate in activities coperativa.
Receive necessary information
In cooperative environment, distributed lexcedent.
Among his duties are:
Witnessing the meetings of General lAsamblea.
Comply with acrods validly agreed.
Participate in training activities.