The difference between civil societies and commercial societies was not noticed in ancient Roman law. Roman companies had no effect on third parties.
1. General
To understand comparative corporate law, we must start by knowing its background, with which studies can be initiated within the indicated one, which is a legal discipline of corporate law and comparative law, which has caught our attention and motivated the writing of this, which is not only a matter of study for Peruvian law, but also for foreign law and in any case other studies should be motivated, not only by the author of this, but also by other national and foreign authors. In any case, we want to record that trade is another issue and the same goes for its background, which is not only legal. The law is only a very small or tiny part of the law,which brings as a consequence that the legistas must be withdrawn from the market (according to the uniform doctrine they are those versed in legal devices or said with other words or legal terms in laws), who do not deserve to be called lawyers, because they only know a very small of the indicated, as it is by the way the law and within its main legal disciplines is the comparative corporate law, which is quite important in the study of law.which is quite important in the study of law.which is quite important in the study of law.
The background in comparative corporate law is quite important, in order to be able to follow up on the history of law, with which the long-awaited legal knowledge can be achieved.
Therefore, this headquarters seeks to make a history of corporate law to know and master it more.
We will begin our study with ancient Roman law to end with current Peruvian law, which are fundamental stages in the study of comparative corporate law.
To develop this important topic, the book entitled "Commercial Companies", whose author is Carlos Gilberto Villegas, who is well known in commercial law, that is, not only in corporate law, has been taken into account, which we expressly express to effect that its merits are recognized, which must be taken into account in order to know your way of thinking or approach this subject not only of legal implication, but also transcends other disciplines or areas of knowledge, for example economic, political, sociological, among many others, which is very important in the study of law, which is not just a set of norms.
This approach of this author is clear that it has been improved with information from other research works of the author of the present, which enriches our investigations.
These antecedents must be studied taking into account that law has life and this is what matters, however, in an academic venue it is complex, which generates a series of problems that go beyond strictly legal and legal study, which we hope will be understood by the readers and researchers of this research work.
2. Ancient Roman law
Roman law has two periods that are quite well known, such as ancient Roman law and current Roman law, which we put on record for a complete knowledge of the present subject, and in this sense, we will develop in this headquarters only the law ancient Roman, which we consider very important in the study of the mentioned law.
The difference between civil societies and commercial societies was not noticed in ancient Roman law. Roman companies had no effect on third parties.
In any case, in ancient Roman law there was no commercial law, nor commercial law, and we have noticed this in different places, which is well known by the most renowned Romanists, not only Peruvians.
3. Limited partnership
Limited partnership is linked to the prohibition of usury. In this way there was relative simulation, the hidden business being usury, while the apparent business was the mentioned company.
In this sense, usury was already beginning to have importance in the study of law and we must also bear in mind that currently usury is sanctioned in various branches of liability law, within which the law of civil liability.
This type of company is little used in Peruvian law, which is not the case with the public limited company, which is widely used in this country.
4. German common hand society
In this case the partners are not owners of quotas within the society, but they are all owners of everything, therefore, some authors make reference that one could speak to a certain point or extreme about a state of joint ownership, and this type of Society is very important in the study of the history of corporate law and in the background of this branch of law and legal discipline. That is to say, this type of society is not the same as the current Peruvian societies, which should deserve further studies in a broader headquarters in order to take into account the main characteristics of the society under study.
This type of company is little known and little studied in Peruvian law, which we record for the purpose of comparative law, on German law and Peruvian law with respect to this important issue or more properly corporate type, as is indeed society German common hand.
5. Companies in Anglo-Saxon law
In Anglo-Saxon law, the partnership must be taken into account, which is not a contract, but rather a relationship between partners and third parties.
In Anglo-Saxon law, a series of norms related to this important issue were issued, and in this sense, the partnership act and the limited partnership act and in the United States of America the uniform parnership act, which have been based on the common law.. These norms are little known in the Germanic Roman legal family, however, in the common law legal family they are well known, which we put on record, for a broader study of the present topic.
There are the following types of companies: 1) Company limited by shares, 2) Company limited by guarantee, and 3) Company with limited liability, all of which demonstrates that company law is not only the types of company currently existing in Peruvian law, They go further, which has not merited studies in Peruvian law, but in other legal systems, which should be a matter of mandatory consultation by those who seek to know more broadly the companies in Anglo-Saxon law, which is the law that exists in England and in the United States, which are quite important legal systems in the study of world law, with which comparative law can be made, but of course in a panoramic way.
6. Swiss Code of Obligations
The subject code of study does not exist in Peruvian law, which we place on record in order to know the subject studied in greater detail, since we must all know the subject matter code extensively, as is certainly the aforementioned code, however We must put on record that this type of obligations code has never existed or exists in Peruvian law, which shows that Swiss law is more developed than Peruvian law, among many other differences between the two rights.
The Swiss Code of Obligations is from 1881, with some reforms it establishes norms on the general society and the simple society and it also consecrates other norms on the different types of companies.
This code consecrates some norms on the collective society, in limited partnership and the anonymous one, of which in Peruvian law the best known is the last, therefore, comparative law can be made between the general law of companies of the Peruvian state and the Legal norms that appear contained in the cited code or subject of study, which we put on record for a broader knowledge of this topic.
7. Italian Civil Code of 1942
This code is very important, therefore, we study it and recommend its study by specialized comparatists, especially in comparative corporate law.
In the Italian civil code of 1942, some rules on companies are enshrined, which are applicable to Italian law, but within company law or company law.
If the partners agree, they can limit their liability, only in the case that they have agreed, which occurs in Peruvian law in some types of companies and in others the opposite occurs, for example in the case of the partnership, which constitutes a very important topic in the study of comparative corporate law.
This code regulates different company types of Italian law, and in Peruvian law this is done by the general company law, which must be studied in a broader headquarters, as may indeed be the company types in comparative law.
8. German legislation of 1965
This norm is little known in Peruvian law, therefore, we have wanted to cite it in order to be able to make comparative law on such an important legal matter as it is certainly comparative corporate law.
In this German law of 1965 the company is regulated by shares, it also contains rules on the limited partnership by shares and in turn are inserted legal rules on related companies and the right of Konzern, being assumptions of business concentration, which in the law German are quite well known, but in Peruvian law the opposite occurs and in this sense to such an important topic as the one indicated, we have dedicated some publications, emphasizing its classification, which we record for more knowledge of this topic.
In any case, the konzern is also known in Spanish as konzerne, which we record for the purpose of facilitating the consultation of other sources of information and in this way it can be compared.
9. French legislation of 1966
This legislation is little known in Peruvian law, which we record for the purpose of comparative law between French law and Peruvian law, with respect to corporate law.
This law specifies that companies are of a commercial nature and in this sense an important subject to study in this law would be collective partnerships, limited partnerships, limited liability and by shares, with which one can easily do comparative law, the which is not only limited to legislation, legal norms or legal devices or positive law but to all sources of law, which we put on record for a more detailed study of the present corporate issue of French law, as is certainly the developed, the which is more easily known as French company law, which is important to the economy.
In this law, social contracts are specified and their modifications must be registered in the registry, that is, we are in this case before registrations which are known in comparative registry law as mandatory, at least by legal or legal mandate. positive.
Article 91 of this law establishes that legal entities can be appointed administrators and establishes rules in this case, which is established in different ways or ways in Peruvian positive law, that is, in this case we are referring to general company law.
10. Dutch legislation
An important issue to take into account is the reform of the year 1971, which gave predominance to the supervisory council, at least within companies, and in any case a similar rule does not exist in Peruvian law, which we record to study this legal norm in a broader way.
It is necessary to record that this legal reform occurred or said with other words or terms existed in the limited liability company law, they were taken into account by the authors of the unified civil code, which began to govern from 1976, at least in the part referring to the corporate regime, which is a very important issue in corporate law, because the law is a source of law.
11. General Corporation Law of delaware
This rule is quite flexible and was approved last century, which encouraged the incorporation of abundant companies in American law. Which we studied because it constituted a very important milestone in the study of the aforementioned law, which corresponds to the United States of America and in this sense it is clear that with the studied law a more adequate legal mechanism was created to be able to incorporate companies and in this sense it is clear that it must be taken into account with an approach from the economic analysis of law, which studies and applies among many other issues to incentives, which are measures to increase or increase the frequency of certain acts, such as the case of 1991 Peruvian Penal Code, which encourages crimes not to be committed,the cited law is clear that it encouraged the constitution of companies, which is an important subject in the study of company law.
In this sense, we recommend its study, in order to know its advantages, which only had an impact on US law, which has reached considerable development, which has varied in recent years, which we put on record for comparing companies in United States and Peruvian law, in order to determine causes and consequences, which is a very important subject in the study of comparative law.
12. Brazilian Corporation Law of 1976
This law is little known in Peruvian law, so we will study it, which is a bit complex for Peruvian comparatists who do not know the Brazilian language, which is very important to know and study the law of that country.
In Brazil, Law 6404 was approved, which is dated December 15, 1976, which establishes or, in other words, establishes a legal regime for corporations, and with said law, law can be compared with the general law of Peruvian companies. in force and more exactly or properly with the Spanish corporation law, that is, in Peruvian law there is no corporation law, but there is general corporation law, which is very important in the study of corporate law, which We put on record for the purpose of encouraging comparative corporate law studies, which is a discipline that should be a subject of study within corporate law and also in comparative law.
This norm takes into account, among other issues, the common good, which should be highlighted, at least in corporate headquarters, because this issue is not a matter of study in Peruvian corporate law.
13. Chilean corporation law 18,046
The corporation in Chilean corporate law legal personality, which has been expressly established by article 1 of law 18,046, in this sense, can be made compared to the Peruvian general company law and the Peruvian civil code of 1984, which specifies that the inscription in the registry grants legal personality to legal persons under private law, and in any case legal persons are of two types for the majority doctrine, but according to other authors, three classes of legal persons must be taken into account which are the following: private law legal entities, public law legal entities, the latter being created by creation law and mixed law legal entities.
Article 1 of this law defines the corporation as a legal entity formed by the meeting of a common fund provided by shareholders responsible only for their respective contributions and administered by a board of directors consisting of essentially revocable members.
In other words, it is proven that the corporation is a legal person in Chilean corporate law, which does not always occur in Peruvian corporate law.
14. Paraguayan Code of 1986
The Paraguayan Code was enacted in December 1985 and became effective in 1987, which has as its background a project which was prepared by a university professor named De Gasperi, but the final text of the code was drafted by a legislative commission.
It is established that corporations need a state authorization for their constitution and the same happens with cooperatives and the other companies only require registration in the public registry of Paraguay.
In this sense, the aforementioned is a characteristic of Paraguayan law, which does not exist in Peruvian law, but only by exception, for example in the case of banks and the same occurs in the case of insurance companies, which need registration. in the sbs registry, which is the acronym for the national banking and insurance superintendency, which exists in Peruvian law and has the characteristics of a regulatory agent, all of which is a matter of study by regulatory law or regulatory law or law of regulation, which is a very important legal discipline in the study of law, which studies not only the indicated one, but all the regulatory agents, among which we can cite osinerg, ositran, indecopi, among many other regulatory agents.
15. Uruguayan law of 1989
This norm is little known in Peruvian law, therefore, we quote it for the purpose of comparative law, which is not only limited to making comparisons.
For the writing of this norm, the legislators took into account the Brazilian law of 1976, the Chilean corporation law of 1981, the Italian civil code of 1942, which is known as the code of private law, among other norms.
In other words, said legal norm was the product of comparative studies, such as reception, transplantation, incorporation, importation, and migration, which are very important legal institutions within comparative law.
In this law, companies are considered as a plurilateral organization contract, which has not been specified in the current Peruvian company legislation, but in the repealed Peruvian general company law, it was specified that the company is a contract, which does not We agree or said in other words, we do not agree, which is a very important issue in company law, and in any case has deserved abundant studies by different writers.
16. English Law of 1989
This law must take into account that it is established that there will be auditors, who will be appointed by the company. Which in some cases perform appropriate functions the application of company law.
The audit in some cases is very important in the study of law, which should be a matter of development in a broader headquarters and in any case it is a fairly broad topic, even within comparative corporate law.
17. Spanish Law of 1989
This norm is well known in Peruvian law, therefore, for Peruvian jurists it is normal to know it, with which law can be easily done compared to Spanish law.
This 1989 law regulates public limited companies, which implies that it adapts to the rules of the European economic community, which is currently known as the European Union.
Furthermore, we must bear in mind that there are other norms within which we can cite the one that regulates commercial companies in Spanish law, which is another law that is characterized, like that of 1989, for being very important norms in the study of Spanish company law.
18. Colombian Law of 1995
This norm is little known in Peruvian law, therefore, it must be disseminated in order to make law compared to Peruvian corporate law.
This rule came into effect on June 21, 1996, which incorporated important changes to Colombian corporate law, and in any case 88 articles should be the subject of study.
Important issues in the study of Colombian law are spin-off, which is also regulated in the current Peruvian general company law, but not in the abrogated Peruvian company law, which was contained in Supreme Decree 003-85- JUS.
19. Current Peruvian Law
Now we will refer to the Peruvian general company law, which has been approved more than 10 years ago, which should motivate the publication of research papers on corporate law.
This norm is very important in the study of Peruvian corporate law, one of its novelties being the consecration of legislation in this branch of law or legal discipline, division, which constitutes an important topic in the study of the branch of law indicated.
In this sense, we recommend its study in order to gain a broad understanding of the present economic legal issue, as well as other areas of knowledge, within which we can take into account, for example, sociology, politics, administration, among many others, what that it should deserve studies by the different writers.
This law must be studied broadly in order to take into account its main characteristics that other studies should be, which are of comparative law, within which we can cite the case of comparative corporate law.
Comparative law is very important in Peruvian law in which there is no registration prior to registration, with exceptions, such as the case of the sbs for banks and insurance companies, which should be a matter of study in a broad way..
Corporate law is complemented by registry corporate law, for which, among other sources of law, the regulations of the Peruvian company registry must be taken into account, which has as its immediate national legislative antecedent the commercial registry regulation, which is a very important norm in the study of registry law.
In Peruvian corporate law there are many companies, however, it is necessary to disseminate it in order to better understand these important topics of the first of the mentioned ones, therefore, we hope that everyone can learn about this topic of interest not only in relation to right and worse still not only in reference to legislation, which we put on record for a more adequate study of this topic, independently of the legal background of Peruvian corporate law, which are not only national, but also foreign. Gaining importance within the last the Spanish and Argentine antecedents, which we hope will be to everyone's liking.
The studied norm has as an immediate national legislative antecedent the previous general Peruvian company law of 1985 (which has been abrogated) contained in Supreme Decree 003-85-JUS, with which comparative law can be done and the same occurs with the Peruvian commercial code of 1902, which are quite important standards in the study of comparative corporate law.
This Peruvian trade code of Peruvian trade cited is partially in force and, like the previous Peruvian trade code, have as their source of inspiration the Spanish trade codes.
In any case, the first Peruvian commercial code is repealed and the 1902 Peruvian commercial code is clearly undergoing a decoding process, because many of its rules are no longer regulated by it, because they have become regulated by other norms, which are special norms, or more properly special laws, such as the general company law, securities law, securities market law, general bankruptcy system law, bank law, among others So many, which can motivate comparative law studies, which some jurists know as comparative studies.
