Novedades

Characteristics and performance of other types of companies

Partnership (SC)

 

The collective society is the simplest of commercial societies. It is the main of so-called people societies, since the figure of the partner is fundamental because of the responsibility they assume. What characterizes this society is the responsibility assumed by the partners in relation to the obligations contracted by society.

 

In this society, when the assets of the company are not enough to pay the debts that contracted, all partners are obliged to respond with all their personal assets. Debts can be claimed in full to any of the partners. This implies that each partner will not only respond with those assets that he contributed to society, but also with all of his assets to meet social obligations.

However, in order to be able to go against the partners, it will be necessary for the creditor to prove that the assets of the company are not enough to cover their credit, this is called “right of excuse”.

The name of the company may consist of a company name (fantasy name) or a company name (it contains the name of one, some or all of the partners). The company name must be accompanied by the words “partnership” or its abbreviation. If a company name is adopted and the name of all partners is not included, the words “and company” or its abbreviation must be added.

The social contract must be made in writing, by public instrument (public deed) or by private instrument (without the intervention of a notary), but in the latter case it requires the certification of the signature or its ratification before the Public Registry of Commerce, which is The person in charge of registering the company and providing any person who wishes the information that is in their records (after payment of the corresponding fees). Any modification of the contract requires the consent of all partners, unless otherwise agreed.

It is a corporate type in which any of the partners can manage and bind the company, unless the partners have something different in the social contract.

In these societies, any transfer of the participation of a partner, including another partner or a third party, constitutes a contract modification that must be approved by the remaining partners, unless otherwise agreed in the contract.

Decisions in the company are adopted by the shareholders by majority of capital, except what has already been said for the modification of the social contract and to transfer the share of the partner. The capital is formed in function of the value of the assets that the partners deliver to the society (contribution). Capital is divided into parts of interest. Each partner will have a percentage of participation in the company, depending on the value of the assets contributed in relation to the total contributions. In any case, in these societies capital is not as important as the person of the partners, since if the capital of the company (which is what the company must respond to for the obligations it contracts) is insufficient, To claim any of the partners to answer for the entire debt, with all its assets, and not only with the assets that partner gave (contributed) to society.

The participation of each partner in the capital is not necessarily equivalent to the participation that will correspond to it in the profits of the company, in the remaining assets of the company once the company ends, nor to the participation that it must assume the losses. The partners can agree in the social contract different percentages in each case, as long as it does not matter to deprive to any of the partners of all the profits or to impose the losses in total to any of the partners. If nothing is clarified, the percentage of participation in the share capital will be taken to all effects.

 

Limited Partnership (SCS).

 

In this society, there are two types of partners, the limited partners who respond as members of the partnership, that is, jointly (the creditor can claim to any of the partners the total debt), unlimited Its assets) and subsidiary (the creditor must, first, go against the company), and limited partners who only respond with the assets that they committed to deliver to society.

As a consequence of the limitation of its liability, which prevents its assets from being attacked by the debts contracted by the company, the assets that can be delivered by the limited partners can only consist of obligations to give, and must be able to be sold necessarily.

The name of the company may consist of a company name (fantasy name) or a company name (it contains the name of one, some or all partners). The company name must be accompanied by the words “limited partnership (“Sociedad en Comandita Simple”)”Or its abbreviation. If a company name is adopted and the name of all members with unlimited liability is not included, the words “and company” or its abbreviation must be added, only the term of the partners can be included.

The general partners or third parties are the ones who administer and represent society. The limited partners cannot manage or represent the company, if they do assume a responsibility equal to that of the limited partners, that is, with all its assets and all the debts of the company. Notwithstanding this prohibition, limited partners are authorized to carry out inspection, inspection, surveillance, verification, opinion or advice in the company.

 

Company limited by shares (SCA).

 

In limited partnerships, there are two classes of partners, the limited partners who respond as members of the partnership, that is, jointly (the creditor may claim any of the partners the total debt), Unlimited (with all its assets) and subsidiary (the creditor must, first, go against the society), and limited partners who only respond with the assets that they committed to deliver to society. The contribution of each one of the limited partners is represented in shares and what corresponds to the joint ones, in parts of interest.

As a consequence of their limitation of liability, the goods supplied by the limited partners may only consist of obligations to give, and must be subject to forced sale.

The name of the company may consist of a social denomination (fancy name) or a company name (it contains the name of one, some or all of the partners). The company name must be accompanied by the words “Sociedad en comandita por Acciones “or their abbreviation. If a company name is adopted and the name of all members with unlimited liability is not included, the words “and company” or its abbreviation must be added, only the term of the partners can be included.

The management and representation of the company may be exercised on a sole basis by a designated partner or third party. Limited partners can not assume this function.

Decisions in society are made through a meeting of partners that functions as an Assembly, where both categories of partners participate.

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