Business Structures: Limited Partnerships, LLCs, and Corporations
Limited Partnership
A limited partnership features two types of partners: general partners and limited partners.
- General Partners: In charge of management, their liability is joint and unlimited. They must register in the autonomous regime.
- Limited Partners: Do not manage; their liability is limited to their contribution. They should be recorded in the general scheme of social security.
Two Types of Limited Partnership
- Simple: Two or more general partners contributing money and labor. They provide capital.
- For Actions: Two or more members, at least one general partner. Contribution is through shares.
Features of Limited Partnerships
- Disclaimer: Unlimited for general partners.
- Minimum Members: 2.
- Minimum Capital: For simple partnerships, there is a minimum; for partnerships by shares, there is a minimum.
- Taxation: Income tax.
- Social Security: General partners are under the self-employed regime; limited partners are under the general regime.
- Name: Formed by the names of the general partners; limited partners’ names are never included.
Limited Liability Companies (LLCs)
In an LLC, personal property is not compromised if the company closes due to debts exceeding the value of its assets.
The capital contributed by each member fixes the level of responsibility.
- The transfer of shares is free between partners. In the case of others, it will be fixed by the articles of association or the law. The company must also have a logbook to record the transmissions.
Rights of Participation
- Share in the profits proportionately.
- Pre-emption of shares rather than outsiders.
Governing Bodies
- General Meeting
- Manager: Manages and represents the company, elected at the General Meeting.
Features of LLCs
- Disclaimer: Limited to the contribution of each partner.
- Minimum Members: One.
- Minimum Capital: 3005.06, divided into equal shares.
- Taxation: Income tax.
- Social Security: General rules if partners are working.
- Name: Must include “SL” or “SRL”.
Corporations
- Provides significant economic contribution activities.
- Removes the limitation (difficulty selling shares) and provides for new members and large amounts of capital accumulation.
- Each partner may sell its stake to whomever they want, whenever they want.
- Transfer of shares is free.
- Most important companies use this legal form. They involve large amounts of capital.
Shareholder Rights
- Influence on decisions.
- Participation in the profits (dividends).
- Right of pre-emption of new shares in case of expanding capital.
Governing Bodies of a Corporation
- General Meeting
- Management Board
Features of Corporations
- Disclaimer: Limited to the contribution of each partner.
- Minimum Members: Can be founded with a single member.
- Minimum Capital: 60,101.21.
- Taxation: Income tax.
- Social Security: General scheme if the members are workers.
- Name: Accompanied by an indication of what kind of society it is, “SA”.
Labor Companies
Labor companies belong to staff who work in them indefinitely and full-time.
They have financial aid, grants, etc., all legally.
- As a worker, you can be dismissed, but as a partner, you cannot.
- Dismissal: Possible purchase of shares, with an agreement referred to in the statutes.
Two Types of Labor Companies
- SAL – Labor Corporation
- SLL – Labor Limited Company
Three Types of Membership in a Labor Company
- Partner-Workers: They work indefinitely, full-time. 51% ownership.
- Partners (Non-Employees): Owners of shares or units. 49% ownership (Money).
- Wage Earners: Employed indefinitely without shares. 49% (if they work well, they can become members).