Dissolution and Liquidation of Companies: Causes, Effects, and Processes
Dissolution: Causes and Effects
The partnership agreement may be dissolved by the will of the partners or on grounds provided by law or in the contract of society. The dissolution of the partnership does not automatically mean its extinction, but to reach it, usually starts the process of liquidation of the company. There exists within our system dissolution proceedings common to all corporations.
1.1 Causes of Dissolution
a) Grounds for dissolution common to all societies:
- Compliance with the term
Structural Changes in Companies: Transformation, Merger & Division
Structural Changes in Companies
Structural changes refer to significant alterations in a company’s configuration, going beyond simple changes in statutes affecting capital structure or personnel. The regulation of transformation, merger, and division of companies has undergone a major overhaul with the adoption of Act 3/2009 on structural modifications of commercial companies. This rule unifies and expands the legal regime of structural changes, introducing regulations for cross-border mergers and
Read MoreInterference in Prison Communications & Judicial Control
Interference in Internal Communications and Judicial Control
Oral Communications
May be limited in different ways: denied or restricted as to the people. They are different concepts. The denial is to prohibit an inmate all oral communications, whatever their class, both individuals and determined and a restriction to prohibit, for example, intimate, and to authorize others, such as call centers, and also particular individuals determined. What is not possible to prohibit all oral communications with
Read MoreSocial Transmission of Units in Limited Liability Companies
The Limited Liability Company (LSL) is concerned with the seat of shares, especially the system of transmission. The fundamental problem is the regulation of membership changes due to the hybrid nature of the SL. Thus, despite its significant capitalist component, its status as a “closed society” reflects the natural tendency to limit the transferability of shares.
The system of transmission of shares differs depending on whether it’s an inter vivos transfer (voluntary or forced) or mortis causa.
Read MoreSL & SA: Constitution, Functioning, Responsibilities & Differences
1.4 Constitution and Functioning of the Board
a) Quorum
Quorum means the Board is constituted and can start under the leadership of its president and secretary, with the attendance of the minimum necessary quorum set by the LSA members. This quorum varies based on whether the meeting is for approving regular or special arrangements.
To take ordinary agreements requires:
- 1st convocation: Attendance, present or represented, of 25% of share capital with voting rights (the statute may set a higher quorum)
Understanding Irregular, Void, and Null Companies in Law
Company Irregular
The LSA provides the step of forming a society irregular in two cases:
- When the articles of incorporation are verified not to include society.
- When 1 year has elapsed since the deed had been requested without registration.
Standards set for the art society irregular (Art. 16 LSA) are:
- Any member may urge the dissolution of the company and require prior clearance of the assets, the return of their contributions.
- If society still carries out activities, the rules of the partnership or