Employer Obligations and Liabilities in Business Law
Theme 2: The Employer
1. Concept of Employer
The notion of an entrepreneur is a very important concept for the study of subjects referred to in company law and economic law. The term entrepreneur has come to replace the term trader, a term used in our commercial code of 1885. Entrepreneur has also begun to be replaced by other terms such as company or producer. We can define the entrepreneur as the natural person or legal entity in its own name professionally and exercises the activity of organizing the elements required for the production of goods and services for a market.
The concept of employer has been traditionally excluded other persons carrying out activities that are not considered in the business as professional people, doctors, lawyers, architects, artists, craftsmen, and farmers, but in some cases because the activity begins to carried out through commercial companies and in other cases because the legislature itself sets him well, is producing a convergence in the regimes applicable to the individuals depicted and that applicable to the employer.
1.2. Notes Characterizing the Entrepreneur
The concept of the entrepreneur follows from the definition we have given. It is characterized by 3 essential notes:
1. Activity Organization
The employer plays an activity of organizing the personnel and material necessary to achieve an end as is the production of goods and services for the market. As a result, they produced a series of legal relationships of various kinds as related to employment (with employees), of a commercial nature (with its freelancers), administrative (with the administration and public finance), likewise has rights in respect of certain goods and constitute part of the contract and deems appropriate to carry out its activities. The organization of these elements makes them an organized group that can acquire a greater economic value than could be derived from the sum of each of them, organized this whole enterprise is called.
2. The Professional Activity
Employer’s activity is professional and has meaning and must be regular external manifestations. For the normal, this is apparent from the commercial code in 1st Section, 1st paragraph, that those deemed to have traders (end of today, entrepreneur) refers to those who habitually engaged in the trade.
The activity of the employer must be continuous, lasting, and continuous connection with their manifesto with the outside, this means that is done to others is, that is publicly available.
3. Acting in its Own Name
This means that the entrepreneur and owner of the company attracts to itself the legal consequences of physical activity that is performed in relations involved as a subject. Some authors refer to this note characterizing accountability. This meant that the employer is the center of legal imputation of business it conducts.
1.3. Classes of Employer
Regarding the nature of the person’s employer, the 1st classification that can be made between sole proprietor, if a natural person or natural and social entrepreneur, if a legal person. The 2nd ranking that can be done is the difference between private and public employers. Audiences are those legal persons performing public business under Section 128, 2nd of the Constitution recognizing the Public initiative in economic activity.
1.4. Capacity, Prohibitions, and Types
1.4.1. Capacity
The exercise of a business carries with it the realization of almost permanent legal acts for them to be an entrepreneur requires a certain attitude or ability. For legal persons the right has created different legal forms which are endowed with legal personality, and as to the ability of individuals to engage in the business our commercial code requires an adult and enjoy full civil capacity and the Art.4. the Commercial Code shall have legal capacity to trade regular exercise older people and has the free disposal of their property, so employers may not be minors and legally incapacitated. In this connection it may be noted that causes of disability are illnesses or deficiencies persistent physical or psychological nature that prevent the person governing itself. This lack of capacity can not be substituted by the involvement of staff when he acquires the status of employer exnovo (or first), but our system allows children are able or unable to acquire the status of business if this is due to continuation of the business of a parent or responsible in general, in this case the performance of the business is done with the help of the tutor who will be under the safeguard of judicial authority.
1.4.2. Prohibitions
The prohibitions and submission to the administrative authority refer to the incompatibilities are vested in different persons by reason of their duties and functions. With regard to the prohibitions should be distinguished from absolute and relative.
The absolute prohibition includes any kind of activity and for the entire national territory. This group incompatibilities included in the Prime Minister, ministers, secretaries, CEOs and the like.
The relative down on a certain type of business or for a specific geographic territory or area where the incompatible performs his duties. To the former belong incompatibilities imposed on the manager or agent, the administrator of the SL and the latter imposed on judges, magistrates and prosecutors, and so on.
2. Statute of the Employer
The importance of acquiring the status of entrepreneur is manifested in the consequences she consisting of submission to what is called the statute of empresarioy that occurs primarily to obligations to keep books and enroll in the commercial register. Moreover, the condition of the employer qualifies to contracts which involve, as commercial, which increases the demands and rigorous compliance with their obligations.
2.1. Keeping of Accounting
The duty to keep accounts stems from a voluntary practice for companies (then traders) and was an organizing tool that allowed them to know the status of your business but with time this voluntary practice became a requirement since the keeping of accounting concerns not only the employer but also to the state, for tax reasons and creditors, partners and employees.
The commercial code in articles 25 and 49, is responsible for regulating the obligation of maintaining accounts. The last is the most important change introduced by Law 16/2017 of July 4 for international harmonization of regulatory environment in the EU.
This rule repeals the previous plan establishes accounting and general plans for 2 new accounts:
1) For companies in general, whatever their legal form.
2) For SMEs that meet the requirements of that rule.
The Article 25. Commercial Code provides that every employer must keep their accounts in an orderly manner, appropriate to the activity of your company to allow for tracing of all operations chronological and preparing periodic reports and inventories.
2.1.1 The Accounting Books
Art 27. Commercial Code refers to the books and the obligation to legalize them. The same article referring to the books distinguishes 3 categories:
A. The Books Required
The Commercial Code provides that all employers will necessarily bring a book inventory and annual accounts and other newspaper whose contents, according to Art 28. Commercial Code are:
1. The book inventory and annual accounts to be opened with the initial and detailed assessment of the company and with at least quarterly and the year-end inventory and annual accounts.
2. The journal that will record every day all operations relating to the business of the company, yet it allows the annotation of the combined total of transactions for periods not exceeding one month, provided their details appear in other books or records concordant according to the nature of the activity concerned.
B. Special Books
In addition to Art 26. Commercial Code refers to other books and special books are generally known to be obligatory for employers to affect them, so for example the book of records will be liable for all trading companies, and in at least contain all agreements made by the general meetings and other collective bodies of society or the book of shares, typical of the SL
C. Books Volunteers
They referred to in Article 28 paragraph 2 of the Commercial Code.
2.1.2 Legalization of Books
The accounting books must be legalized (in the commercial register) and is a measure signed in the first folio of each of the books and which is manifested in the total number of folios (?) Stamping each of its leaves. The legalization of the books can be done in 2 ways:
1. Before use, one speaks of legalizing a priori.
2. After the entries have been made for a posteriori.
Currently, since virtually all employers are using computerized accounting, legalization is almost always a posteriori.
2.1.3 Ways in Which the Accounts Must Be
Article 29 of the Commercial Code provides that the books and records must be brought to: clarity in order of dates, without spaces or interpolations, not written from line to line or erasures or overwritten without any errors or omissions in the annotations accounting. These must be saved immediately to report them.
2.1.4 Obligation to Keep Accounts
Employers must keep the books, correspondence, documentation and evidence concerning its business prudently managed for 6 years. Since the last entry made in the books, if the employer had died the said duty shall rest upon the heirs, and in case of dissolution of companies the liquidators will have to comply.
2.1.5 The Secrecy of the Accounts and the Ways of Knowing
The accounts of entrepreneurs is secret but Article 32 of the Commercial Code establishes the manner by which third parties can access the knowledge of it which are:
a) Communication and general recognition of the books correspondence and other documents from employers, just may be ordered ex officio by the judge at the request of the party.
b) The exhibition or special recognition of the books and records of employers may be ordered by the judge ex officio or upon the part where the person to whom it belongs has an interest or responsibility in the case and the probative value of the books of business and more records will be appreciated by the courts under the general rules the right
2.1.6 The Annual Accounts
The Commercial Code Article 34 states that year at the employer must submit their annual accounts comprise the balance sheet of profit and loss account, a state that reflects changes in equity for the year a state of flows and memory
The annual accounts must show the true picture of the assets of the financial position and results of the company under the laws. To this effect in accounting for transactions shall address its economic reality and not just their legal form and should be signed first by:
1. The employer whether it is individual.
2. For all partners with unlimited liability for debts of society.
3. For the directors of companies as limited companies or limited liability
The annual accounts consist of 5 documents that belong together and are as follows:
a) Balance: To include separately the assets, liabilities and net worth.
The assets comprise fixed assets or non-current and current assets or current. The assignment of the assets of the asset is held on the basis of involvement.
On the liability will be differentiated: non-current liabilities and current liabilities or current.
In equity funds will differentiate themselves from the other parts that comprise it.
b) The profit and loss account: To collect the income for the year separating the income and expenses properly attributable to it and distinguishing the results of the exploitation of which are not the cifrasde the accounts (turnover) include the amounts of lasventas of losproductos and the provision of services or other Income from ordinary activities of the company to deduct these amounts referred to in Article 35 of the 2nd paragraph of the commercial code.
c) Statement showing changes in equity: That will have 2 parts:
1st a.La show the income and expenses for the Business Activity
2nd b.La comprise all movements in equity.
d) The statement of cash flows: It will show the receipts and payments made by the company, in order to report on the cash flow produced in the course.
e) The report: that supplement, extend and comment on the information contained in the documents that make up the annual accounts.
2.1.7 The Audit of Accounts
The audit of accounts is to rule and check the image expresses such accounts the assets and the financial situation of the company or entity being audited, and the results of operations and the funds obtained and applied in the review period and as the verification of the management report is consistent with these accounts.
They may submit abbreviated balance sheet and therefore not obliged to have their accounts audited entities for two consecutive years to meet the closing date of each at least two of the following circumstances:
- That the amount of asset does not exceed 2 850 000 €
- The net amount of its annual turnover not exceeding 5 700 000 €
- The average number of employees during the year does not exceed 50.
However, article 40 of the Commercial Code provides that every employer shall be obliged to submit annual accounts audit your business when so resolved by the competent court. The audit must meet two conditions:
1. Conducted by independent experts registered in the official register of auditors.
2. The auditors will issue a report that can be enforceable against third parties.
These two conditions distinguished the statutory audit of the call is the internal audit carried out by a worker attached to the audited entity, and whose report is for internal use of the audited entity.
The auditor may be a natural or legal person must meet the technical standards of audit that are developed by professional bodies of accountants and reviewed by the accounting institute accounting and auditing (ICAC)
2.2 The Registration in the Commercial Register
The second obligation of employers is entered in the registromercantil, for traffic safety requires commercial legal-to provide it with an advertising system that allows agents of corporate economic activity have access to some information that is of interest.
2.2.1 The Commercial Register: Regulation, Concept, Organization, and Functions
The regulation of the commercial register referred to in Articles 16 to 24 of the Commercial Code and the rules of the business register contained in Royal Decree 1784-1996 of July 19. The Business Register is an administrative institution whose main purpose of registration and publicity of the people and events that relate to rules that were applicable.
The organization of the business register is made up of regional business registers located in the provincial capitals and the central commercial register and all dependents of the ministry of justice and in particular the Directorate General of Registries and Notaries.
The functions of the business register are:
a) Registration of employers and other persons required by law and the acts and contracts made by them.
b) Legalization of business books.
c) The appointment of independent experts and auditors when the entity is not required to audit their accounts.
d) placement and advertising of accounting documents
The functions of the central trade register:
a) Centralization and publication of information recorded and received from regional commercial registers.
b) Centralization and publication of information concursables resolutions.
c) The filing and publicizing the names of corporations and business entities.
d) The preparation and publication of the Official Gazette of the business register.
2.2.2 The Principles Registry
The registration advertising is based on the registry that are called principles 9:
1. The principle of obligation is in Article 4 of the register and that enrollment is in the commercial register shall be binding unless expressly provided otherwise.
2. The principle of public ownership which means that registration in the commercial register shall be effected under a public document.
3. The principle of legality is that the registrars will qualify under the responsibility of the legality of extrinsic forms of the documents in each class under which registration is sought and the capacity and legitimacy of that grant or subscribe and validity of its contents so it is of them and successes of the record.
4. The principle of legitimacy means that the content of the record is presumed to accurate and valid.
5. The principle of public faith that is that the declaration of inaccuracy or invalidity of the entries in the commercial register shall not prejudice the rights acquired in good faith under the law. In this respect shall be acquired under the law, the rights acquired under an act-contract is valid under the register.
6. Principle be invoked enshrined in Article 9 of the regulation of the business register is the most important principle to establish the scope of registration towards third and consists of 4 aspects:
a. The instruments subject to registration will only be effective against third parties in good faith since its publication in the Official Gazette of the Commercial Registry, because from that publication is presumed known.
b. When those transactions are conducted within 15 days after publication.
c. In the assumption that there is a discrepancy between the content of the publication and content of registration as bona fide third parties may rely on advertising if not favorable.
d. La good faith is presumed in the third both proved that he knew the act subject to registration and not written. The act entered unpublished and discordance between publication and registration.
7. Principle of priority appears enshrined in Article 10 of the rules of the business register. Under which if it had been entered or notations in the commercial register shall not register any title or any other equally noted earlier date or incompatible with it.
8. Beginning of the tract hereinafter referred to him by Article 11 of the Regulations of the register and contains 3 elements:
a. In order to register the acts or contracts relating to the subject in need has been recorded previously the subject registerable.
b. To register or documents amending or extinct in other previously issued will need to have registered previously these.
c. To register acts or contracts awarded by trustees or managers will need to have registered previously these.
9. Principle of formal advertising: Article 12 of the commercial registration regulations under which the commercial register is public and commercial registrar for the professional treatment of recordable content of entries.
2.2.3 Effectiveness of Registration
In most cases registration declarative effects or action regarding the fact registered. Producing the effect of standing is recorded against the proper effect of registration and enforceability against third parties as a result of the publication.
But for other acts, it says that registration produces constitutive effect, as it is in the act-contract is perfected which fits with the inscription, ie, registration is a necessary and indispensable to the perfection of the act or contract in question such corporations or limited liability companies.
3. Contributors of the Employer
The employer in the exercise of their activity requires the cooperation of others that may be provided by collaboration with other entrepreneurs or people who do this very stable and dependent –
The employer is linked to others through various commercial contracts with respect to the latter the relationship he has with them is the employer of an industrial nature.
Activity-dependent employer partners can distinguish between those who merely carry out their business functions without establishing any relationship with the outside or those who provide legal relationships with third parties on behalf of the employer.
The latter are referred to as ancillary commercial code of the employer and given the extent of their powers the auxiliary employer may be singular or general proxy.
3.1. The Unique Proxies
Received in the commercial code, the name of youths or dependent youth to become obsolete except in pharmacies and the term dependent only used for trade,
In business partners usually are called dependents of employees who cover a broad spectrum of jobs that in some cases are limited to a specific activity such as cashier or receptionist and others refer to more complex operations that require more power wide. So the directors of commercial finance department and so on.
Therefore the employment relationship between the entrepreneur with the Auxiliary joins a list of Seizure
But in practice and in relation to some ancillary actions of some in authority employers responsibility to provide sufficient powers to act and properly expand the functions of his job.
3.2. The Attorney General
As attorney general commercial code also called a factor. Is senior management employee and now called the general manager, manager, etc.
The factor or attorney general is supposed power to perform all acts relating to money or traffic of the company.
The general manager or direct reports directly to the employer and commercial companies will report directly to the directors of the company that in many cases it is a board of directors.
The attorney general shall perform its function with the diligence of a good trader and the Commercial Code provides that the factor must have possession of the person for whose shares make your traffic. Besides the power factor to be general to allow any act or contract necessary to perform the functions of his office.
3.3 Power of the Employer’s Employees and Representation
Contributors to the employer to whom this has given power of attorney may act on behalf of an employer or on his behalf and on behalf of his principal, the 1st mode is called direct representation, the 2nd indirect representation.
The powers of these representatives can be mancomunales or solidarity.
If the authority granted in writing seizure have joint nature means that in order to exercise such powers of the attorney to act with another or other proxies.
The deed expressions are used together.
Faculties solidarity: on the contrary if the powers granted by the employer seizure sen writing have united the agent character by itself and without need concur anyone can exercise the power conferred in the deeds of authority and bind the principal.
In this case the terms used to express that fact will be those jointly or interchangeably.
4. The Employer’s Liability
Employer’s activity generates risks that employers must bear. One of the hallmarks of the entrepreneur is the performance of this in his own name and as a result the entrepreneur brings to it the impact of their activity and must respond when causing harm as a result of their activity. To examine how the employer responds traditionally distinguishes between contractual liability and tort.
The contractual liability: civil code in 1091 Arthur in relation to 1101, provides the general rules of contractual liability also applies to the employer to apply only where there is also the general law for the protection of consumers and users. Article 1091 Civil Code provides that the obligations arising from contracts have the force of law between the contracting parties and must be met to the tenor thereof.
Article 1101 of the same legal text states that are subject to compensation for the damages caused in the discharge of their duties, incur fraud, negligence or default, and that in any way contravene the tenor of those.
This precept blend modes and failure to causes of such failure.
Failure modes:
- Refuse to finally meet.
- Comply wrong or badly.
- Meet late or in arrears.
The causes of failure can be:
a) concurring fraud, ie, fully intentional even if the debtor is not aware of the seriousness of the damage it can do.
b) concurrence of fault or negligence, ie, neglect or laziness of the debtor.
c) Without cooperation from the debtor, by accident or force majeure cases where the debtor is not liable for the failure to tax except where expressly required by law.
4.1 Responsibilities Extra-Contractual
In establishing the Civil Code Article 1092 of the act or omission that causes harm to another, intervening fault or negligence, is obliged to repair the damage, when the employer or societies open causing damage to repair and compensate for damages and damage caused to those who have suffered.
4.2 Regime of Liability Established in the Law of Consumer Protection and Users
In order to protect consumers and users has produced a significant widening of the extra-contractual liability of employers in particular producers / importers and suppliers of products and services that cause harm or injury even when there is no contract between those reilación and the injured.
The consolidated text of the general law for the protection of consumers and users considered a basic right of these is the compensation for damages and compensation for damages suffered, and we will refer to the general law and consumer advocacy users.
It establishes the basic principle that any injured party is entitled to compensation for damages caused by the goods and services.
Article 128 of the revised text of the law of consumers and users thus correcting one of the most criticized shortcomings of the old law that excludes from its scope of protection to third parties. For those who are not consumers and users still suffer damage from the good or service normally used because of physical proximity.
Damages covered are:
A) Personal injury including death.
B) Damage to property provided they affect goods or services intended for use or consumption and tested in that capacity are being used mainly by the victim.
It will be applied to repair damage caused by nuclear accidents, provided that such damages are covered by international conventions ratified by member states of the European Union.
C) to exclude moral damages.
Article 131 of the revised text of the user and consumer law provides that the government, after hearing the interested parties and associations of consumers and users may establish a compulsory insurance system or defective services and a guarantee fund to open fully or partially consistent damage in death, poisoning or injury.
If the purpose of this law is seen as a product any movable or immovable property as well as gas and electricity, and defective product means that it does not offer the safety rightfully might expect. Taking into account all circumstances and particularly its presentation, the fair use of it that is predictable and the time of entry into service.
Subjects Lecturers:
Subjects are considered responsible to the producer, ie the manufacturer of the goods or the service provider or your broker or the importer of the goods or services in the territory of the European Union and any person who appears as such to indicate the well either in the packing, wrapping or any other representation or protection of the service, your name, or some distinguishing mark.
On the evidence the injured must prove the defect, damage and causation.
Enshrined in this law a strict liability regime or without proof of fault.
Fault of the injured:
Manufacturer’s liability may be reduced if the damage was due jointly to a product defect and fault of the injured person or any person from whom it must answer civilly.
Provider Responsibility:
Provider is the employer who provides or distributes a product to market whatever the title or contract under which perform the distribution.
The supplier of the defective product respond as if the producer when the product supplied knowing the defect.
Total Limit of Liability:
The producer’s total liability for death and personal injury caused by identical items with the same defect will limit the amount of 63,106,278 euros.
This is an overall limit does not apply individually to the compensation that is payable to a person but all the awards for all the victims.
Limitation of action:
The action to claim damages shall be barred after three years from the date when the injured suffered the injury, if known to the person responsible for that damage.
Strict liability or liability without fault for a range of services and construction and marketing of properties:
Either way, with arbitrary and anecdotal innovations in the services list Article 148 of the text released by the law of consumers and users want to encode the old rules that the law of 1984 consumers saw as civil liability or objective or without fault. The list of services is as follows:
a) health services.
b) repair and maintenance of appliances.
c) lifts and motor vehicles.
d) rehabilitation services and housing repairs.
e) review services.
f) facilities or similar gas and electricity.
g) those relating to transportation.
But the current legislature comes up this strict liability or no fault of those who build or market housing as part of a business for damages caused by the housing advocates who are not covered by a specific legal regime.
Persons for whom the employer responds:
Under Article 1903 of the Civil Code is responsible for all acts performed by its employees dependent on the performance of their business functions in the same sense of Article 1903 of civil code in its fourth paragraph provides that the owners or managers of an establishment or responding company for damages caused by its servants in the service of the classes which were used in the placement of their duties.
Property with which the employer responds:
Under Article 1911 of the Civil Code the employer responsible for compliance with their obligations with all its present and future assets. Under that provision entrepreneurs, individuals respond with all its assets without distinction between personal or household goods and possessions of corporate exploitation. However, the legislator has established merchant corporate figures to be issued as individual entrepreneurs who come alone seeking to exercise a business and distinguish it from the personal estate of an employer are protected it from creditors claims.
Property with which the employer responds when a married person:
The businessman married like any employer liable with all its present and future assets. However, the economic regime of marriage is relevant for the purposes of the property with which it would meet that responsibility. It is therefore useful to know what they are these economic regimes:
Economic regime of marriage:
The economic regime of marriage is the set of rules governing the economic aspect of the relationship they establish the spouses. The matrimonial regime will be that the spouses to choose or stipulated in the marriage when the spouses have been granted. A lack of capitulation marriage or if they are ineffective, the matrimonial regime will be to much of the country except in the regions or territories that have been established the system of separation of property with a residual character. And a matrimonial including spouses can choose are: community of property, the system of participation and separation of property.
Community of property:
The community of property common for spouses makes gains or profits made by either of them and half to be allocated by each to dissolve the company. Accordingly, in community of property are goods that are proprietary nature owned or come from their spouse or acquired rights or settle it before. Dower and character goods that are acquired or coming from those obtained with the income, in the broad sense once the community of property. And they are proprietary property:
a) property and rights that belong to the society begin.
b) those who acquired the title after free (inheritance or gift).
c) acquired a post or replace proprietary assets.
d) property and economic rights related to the individual and compensation for injuries to persons or property spouses models proprietary.
e) the clothing or personal items that are not extremely valuable.
f) instruments for the exercise of the profession or occupation unless they are an integral part of an establishment or operation of common character not lose their private character by the fact that its acquisition was made with commercial funds and society will claim spouse own or owner for the value it was satisfied.
Under Article 1347 Civil Code is their common property:
a) obtained by the work or industry of either spouse.
b) The fruits, rents or interest arising in proprietary assets as in acquisitions.
c) obtained for consideration to post on the common stock purchase right is made to the community well for only one spouse.
d) Enterprises and institutions founded during the life of society by any one of the spouses at the expense of the commons.
Economic system of participation:
This regime is governed by Articles 1411 and the civil code. In this regime each spouse becomes entitled to participate in the profits from his spouse during the time that the scheme has been in force. However, during marriage and under the regime of participation to each spouse shall be responsible for the administration, enjoyment and free disposal of assets both belonged at the time of marriage as it may acquire by any title and after this sharing arrangements will apply in a supplementary to the rules (ME MISSING). The final wealth of each spouse shall consist of the assets and rights of which holds at the time of termination of the scheme net of obligations not yet met.
Finally when the difference between initial and final asset of either spouse had a positive balance the spouse whose estate has experienced a smaller increase receives half of the difference between its own growth and the other spouse.
Separation of property regime:
It is regulated in Articles 1435 and the Civil Code and occurs in three circumstances:
1. when the spouses have so agreed.
2. when the spouses agree that no marriage between them governed the community of property without express as rules that have governed their property.
3. when in the community of property marriage or the system of participation, would be replaced by another different system.
In the regime of separation be owned by each spouse had the assets at the initial moment of it and after it acquires by any title. It also corresponds to each of the spouses, administration, enjoyment and free disposition of such property.
Goods that are liable for the debts of a married:
Married businessman responds like any entrepreneur with all its present and future assets. The problem arises when the employer is a married person, is what assets the liability includes universal, ie only respond if the private property of the employer, whether the responsibility also extends the common property in the case of married spouses of community of property, or even reaches the proprietary property of the other spouse.
A. – Arrangements corporate acquisitions: as provided in Article 6 of the Commercial Code, unless the spouses have a marriage contract in which they have agreed otherwise, liable for the obligations of a married the following assets:
1. The spouse’s separate property and the common businessman, acquired from the result of the exercise of business and may dispose of or mortgage the ones and others.
2 º. Other common assets are bound when there is consent of both spouses. Spousal consent of the employer towards the common good, should not necessarily be explicit, but the Civil Code provides a set of assumptions that tend to facilitate the existence of such consent:
He presumed consent granted when the trade is exercised in full knowledge and without opposition expresses the spouse to be provided.
He presumed consent granted when the marriage, one of the spouses has and will continue to trade without causing the opposition of the other spouse.
“The private property of the spouse’s employer will be left only when it provides its specific consent in each case. This may suggest that consent can be provided on one or more of the proprietary property of the spouse’s employer and not for everyone.
In any case the spouse’s employer may freely withdraw consent or alleged to have been referenced above. However, the revocation shall not accept or prejudice the rights acquired by third parties prior to the date of revocation. The acts of consent, opposition and revocation, to be cost effective against third parties in deed, which must be entered in the Commercial Register.
B. – Scheme of separation of property or shares: pursuant to Article 1440 Civil Code and in relation to Article 1407 of the same piece of legislation, the obligations of the employer spouse will be your sole responsibility. It follows that the obligations of the spouse employer liable only his property, leaving the property free of the other spouse, unless the occurrence of the latter’s express consent.