Company Formation and Legal Structures: A Comprehensive Guide
When Are Companies Legal Persons?
The Commercial Code, when discussing legal entities, states that an employer may be a:
- Sole Proprietorship (individual)
- Social Enterprise (legal person)
For a corporation to be a legal person, it is necessary to establish a public deed. This deed must be registered in the Mercantile Registry. If these requirements are met, the company has legal personality, which means:
- It has rights.
- It can be a bondholder.
- It can engage in legal processes.
Classes of General Meetings in Joint Stock Companies (SA)
Classes Together
When we speak of classes together, the law governing the corporation may hold two classes together: the ordinary and the extraordinary.
Ordinary General Meetings
This is a meeting that must be held within 6 months of the company’s year-end. Its purpose is to review and approve the annual accounts, financial management, and implementation of the outcome. If it is concluded later, it is not extraordinary. What characterizes the ordinary meeting is when it is celebrated, not the points at issue. If it is held later, it is still regular, but as a result, there may be some damage to the company, and auditors or administrators may be held responsible.
Special General Meetings
Any general meeting of shareholders not to try the issues on the general meeting.
When a general meeting is called, it must be clear that it is convened. The law provides for the possibility of an SA being held without prior notice if they meet the requirements. If we celebrate it without advance notice, we are having a universal joint. Not to be confused with the universal joint third class meeting. Classes meeting only two.
When Does the Point of Change Occur?
- A fixed date (due on the prescribed date).
- To a period from the date (will expire on the day indicated as the deadline from the date of the warrant).
- To a period counted from the view (will expire on the day that the deadline that from the day it occurs within the acceptance by the drawee, or failing that from the day of protest or statement equivalent).
- In sight (will expire at the time of their presentation for payment to be made within the year following the date the drawing except that the drawer fix a longer period or that this or any indorser it shortened).
Kind of Protest in a Bill of Exchange
- Lack of acceptance.
- Partial acceptance.
- Full payment.
- Nonpayment.
- For bankruptcy.
Time of the Directors in Terms of the SA and SRL
The duration of office of the administrator of the corporation shall be determined by the statutes, but in no case exceed six years as provided in art 126 LSA and must be for all managers.
Companies: Constitution and Classification of Each
Partnerships
Regulated by the Commercial Code, a partnership is a company that includes two or more persons for the purpose of conducting a commercial activity. Partners have unlimited liability and are subsidiarily responsible for the company’s debts. The social reason can include the name(s) of the partner(s) or the name of the company. Partners must make contributions to the company. Their contribution will determine their participation in the company. They can contribute money, machinery, real estate (to be quantified in money). A partner can also bring their work; this is called an industrial partner.
All social partnerships have an identified object, and it must be well established. The Commercial Code states that the partner(s) must not perform work in other businesses of the same type.
Limited Partnerships
It is established by a public deed published and registered in the commercial register. Partners of the limited partnership may be collective or limited partners. Collective partners have unlimited liability, while limited partners are only liable to the extent of their contribution to the company’s assets. A limited partner cannot be an administrator of the company and is entitled to restricted information. Only the general partners are included in the business name; limited partners are not. The limited partnership can be transformed into an SA. The causes for this transformation are the same as in the partnership. It can be done in writing if the objective has been achieved, but preferentially in bankruptcy, the general partner would be the one to lead the company’s bankruptcy. The death of a partner (not limited) may lead to the dissolution, unless expressly agreed that the heir or surviving partners will continue.
Capitalist Societies
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e) limited partnership: regulated by the c. commerce and the law of corporations, except as inconsistent with the commercial code.
The minimum share capital is the same as for the SA (60,101 euros), is constituted by public deed and approval of bylaws. All members are shareholders and have limited liability. A member can be administrator of the company, and in that case when exercising managerial positions, which we consider as far as responsibility is concerned, as if he were a partner, is going to have unlimited liability , which ceases at the moment just managerial positions. With regard to debts contracted by the company during his tenure as administrator, still satisfy them indefinitely.
Social bodies of the limited partnership are the General Board and the Administrators. The GB is governed both as regards its constitution, and its operation, the law of limited liability