Novedades

Table of differences between a SA, SRL and SAU

 

Private Limited Company

(“PLC”, “Sociedad Anónima” or “S.A.”)

Sole Shareholder company

(“SAU”)

Limited Liability Company

(LLC, “Sociedad de Responsabilidad Limitada”or “ SRL”)

Partners and Shareholders

There is no maximum limit for the number of shareholders. However, the S.A. must have at least two shareholders.

The Sole Shareholders Company can only have one shareholder and this shareholder cannot be a Sole shareholder Company, too.

 

The maximum number of partners is 50.

Members can be excluded from the company with cause if they are in serious breach of their obligations.

Responsibility of partners and shareholders

Shareholders limit their liability to the amount of capital subscribed in SA.

Each shareholder is solely responsible for the integration of its own contributions.

The partners limit their liability to the amount of the subscribed capital in the SRL.

However, each partner guarantees, jointly and several liability to third parties: a) payment of contributions, whether or not they are, whether in cash or in kind; And b) any overvaluation of contributions in kind, own or not.

Social capital

A minimum capital of $ 100,000 is required.

 

 

In the case of SA, at the time of its incorporation, shareholders may integrate social capital in cash or in kind. In the event that the integration is in cash, it may integrate 25% of the share capital, and the balance within a maximum period of 2 years.

On the contrary, the SAU must integrate 100% of the share capital, whether integrated into cash or in kind.

 

Capital is represented by shares, which could be entitled to one to five votes per share.

 

Shares must be of equal nominal value, but of any amount.

 

Shares are represented materially in securities (except in the case of book-entry shares).

 

There are different types of shares, with different rights.

 

 

It is possible to establish different classes of shares with different rights for each class.

The plurality of votes can be established for ordinary shares.

 

 

 

The General Companies Acts does not require minimum social capital.

 

In the case of SRL, at the time of incorporation, partners can integrate social capital in cash or in kind. In the event that the integration is in cash, they need to pay inn 25% of the capital, and the balance within a maximum period of 2 years.

 

 

 

 

Capital is represented by quotas, giving each entitled to 1 vote share.

 

Quotas must be of equal nominal value, of $ 10 or their multiples.

 

Quotas are not materially represented in securities.

 

There are no different types of quotas. Without prejudice to which, the social contract may authorize supplementary quotas of capital.

 

 

It is not possible to establish different kinds of quotas for the purposes of plural voting. The plurality of votes for quotas cannot be established. 

Each quota entitles its holder to one vote only.

Transfer of shares or quotas

Transfer of shares must be notified to the Board of Directors and recorded in the Stock Ledger Book.

 

Transfer of shares is effective against the company and third people from its registration in the Stock Ledger Book of the Company.

 

Transfer of quotas must be notified to the management of the Company and registered in the Public Registry of Commerce.

 

Transfer of quotas is effective: a) against the company from receipt by the management of an original or certified copy of assignment of quotas;. B) against third parties, since the registration in the Public Registry of Commerce.

Pledge of shares or quotas

 

Pledge of shares must be notified to the Board of Directors and registered in the Company’s Stock Ledger Book.

 

Pledge of quotas must be registered in the Public Registry of Commerce.

Managment of the Company

 

The management of the company is in charge of a board of directors composed of one or more members, not being mandatory as a shareholder.

The Board must consist of at least 3 members when the share capital exceeds $ 10,000,000.

In Sole Shareholders Company, the Board may be comprised of only one director and one alternate.

 

The legal representative is the Chairman of the Board.

 

 

 

The term of office of directors is 1 to 3 fiscal years, in accordance with the provisions of the statute.

 

The election of directors through the cumulative voting system is possible in order to fill a third of the vacancies.

 

The administration is in charge of a composite of one or more members of management, not being mandatory the need to appoint alternates.

 

 

 

 

 

 

 

 

When Management is plural, legal representation will either corresponds to any manager, unless otherwise provided in the social contract.

 

The term of office of the managers may be for a definite or indefinite period of time, in accordance with the provisions of the social contract.

 

Its not allowed to choose managers through the cumulative voting system.

 

Government of the Company

Shareholders meeting – Quotaholders meeting

 

It requires the physical meeting of shareholders or their attorneys in fact to hold a Shareholders meeting. 

 

 

If the social contract has no specific rules on how to deliberate and make social resolutions, there is no need for physical meetings of the partners, as social resolutions may be adopted by: a) the vote of the partners communicated to Management within 10 days of the concurrent consultation; or b) a written statement in which all members express the meaning of their vote.

 

Statutory Auditor

 

In SA, a statutory auditor may be appointed and, in cases in which the company is subject to permanent state control, its designation is mandatory.

In sole shareholders companies the appointment of a regular statutory auditor and an alternate is required.

 

A statutory auditor is mandatory when the company is subject to permanent state control.

Corporate and accounting books

 

The Company must carry the following corporate books: Stock ledger Book, Register of Attendance to shareholders meeting minutes Book, Board of directors meeting minutes Book

and shareholders meeting minutes Book.

They must also carry the following mandatory books: Inventory and Financials, and Journal.

 

 

The Company must carry the following corporate books: Managers meeting minutes Book and Partners meeting minutes Book. 

They must also carry the following mandatory books: Inventory and Financials, and Journal.

 

 

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