Legal Personality & Types of Companies: A Comprehensive Guide
Legal Personality of Companies
The contract foundation is the origin of society. Once formed, following the procedures established by law, a new legal entity is born, independent of the partners that integrate it. This entity is characterized by having a life and bodies of its own, created so that the company can act in the outside world.
The corporation acquires legal personality with the execution of a public deed and its subsequent registration in the commercial register. The consequences of acquiring legal personality are:
- It confers the status of subject of law with full legal capacity to both acquire and be bound in traffic, to have rights and obligations before the partners themselves.
- It gives patrimonial autonomy. The company has its own heritage, distinct from that of the partners.
- It appears with her separation from the social responsibility and partners. The partnership and the partners are liable for the fulfillment of their obligations to their respective assets. In this office, it should be assumed except the vicarious liability of debts by social partners in the partnership and partnership.
For society to act on the traffic needs of individuals, it needs to make up the social bodies.
Types of Companies
The types of corporations defined by the legislature are:
- General partnership
- Limited partnership
- Corporation
- Partnership limited in Society limited by shares
- Economic Interest Grouping
- Mutual guarantee society
- Cooperative society
- etc.
Each of these social types has its own rules, usually with specific laws that will be featured along the following topics. It should be noted that the possibility of creating non-standard commercial companies is admitted, i.e., other than those provided by the legislature for reasons of public order and protection of third parties. However, partners can use the legal system of each social type device to suit their needs as long as they do not undermine the social type chosen (agreements should always be registered in the commercial register).
Currently, most commercial companies operating in the traffic are SL. Thus, according to the Central Business Register in 2007, 1881 SA, 140,727 SL, and 1,013 of other social types were set up.
Rights of Members
1. Right to Participate in the Management of the Company
In principle, it is a right entitled to all partners in the constitution, but it can be provided who will take over the management and corporate administration. Several possibilities are allowed under freedom of covenants:
- No administration has been limited to any of the partners: All partners have the option of going to the control and direction of the affairs of society. However, it should be noted that against the express will of any of the partners, no new obligations may be acquired. This is a genuine right of veto which leaves only for internal purposes and not against others.
- The administration has been limited to any of the partners: The regime of administration will be regulated in the constitution (e.g., a single member or several jointly and severally or jointly).
- The administration has been given to persons outside the company: Either because it expressly permits writing or because the managing partner has delegated his functions to a third party with the consent of other partners.
2. Right to Vote
Unanimity is required, as a rule, for all members present to agreements that do not involve amendments to the social contract and the unanimity of all partners to agreements that alter the contract.
3. Economic Rights
These translate into the right to participate in profits and share in the settlement.
The Partnership
1.1 The Current State of Partnership
The partnership is the partnership for excellence. Therefore, its constitution, with special attention to the characteristics of the partners, coupled with the unlimited liability they assume by social debts, makes it a very inappropriate social type for modern traffic. However, their study is relevant, not their economic size (there are very few partnerships registered in the commercial register), but because its status is implementing corporate subsidiary in some atypical situations, especially in societies so-called irregular do occur in traffic.
The partnership is governed by Arts. BCC 125 to 144.
Constitution
In general, for all corporations, as stated in the BCC, the agreement to form a partnership will be formalized in writing, published, and recorded in the Register of Companies.
Signature and Address
The signing of the society is necessarily shaped by the name of the partners, or one/s they must be added the words in the company. The BCC prohibited including in the signature the name of any person not at that time to society. In this way, you cannot keep signing on behalf of a former partner. In the event that it includes the name of a person not a member, they will be jointly and severally liable for the company debts they have reached without consideration for membership.
Classes of Partner
In terms of what the partner contributed to the company, we distinguish between Socio industrial capitalist or not, he who provides goods or rights. Industrial partners: The contribution that work. However, both types of partners are general partners, although the BCC sets some special rules for industrial partners.
Obligations of Members
1. Obligation to Provide
Partners can provide goods or rights capable of economic assessment (venture capitalists or industrialists) or work or services (industry partners). The obligation persists as long as the society, and its failure can cause social exclusion.
2. Obligation Not to Compete with the Company
Industrial partners cannot deal with business of any kind on their own society unless expressly permitted. The industrial partner must, therefore, work exclusively for the company unless otherwise agreed. In the course of industrial or capital partners, it differs depending on whether the company has or not a particular social order.
- If society has no particular social order: It requires the consent of the company (which shall not refuse without demonstrating that there is an actual loss and manifest) that the partner can handle business outside of society. If this provision is violated and carried out activities without the prescriptive, the benefits that derive from them will be for society and losses, if any, the individual must suffer the partner.
- If society has given social order: All partners can engage in their own businesses unless the articles of incorporation state otherwise, provided it does not match that of society.
3. Duty to Participate in Losses
We distinguish between industrial partners and donors. Thus, the industrial partner, unless expressly agreed otherwise, does not share the losses. For its part, the losses among the venture capitalists will be charged in the same proportion as profits.