The civil law of the company is quite important because thanks to it some contracts can be concluded, such as civil contracts such as the contract of sale, lease, loan, lodging, among others.
1. General
In this headquarters we will study the civil law of the company, which will serve to demonstrate that this branch of law matters to business law or business law or company law and also of course to corporate law.
In other words, few authors have become aware of this, so when they teach or research on business law, they do not study the civil law of the company, which worries us.
And in this order of ideas we must put on record that all corporate lawyers must master this branch of law, which by the way has several divisions that should be studied, however, the topic of civil law divisions is a well-known topic in our medium.
2. Introduction
The civil law of the company is quite important within the business law, for which it is clear that it deserves to be studied in an increasingly competitive world or field. In this sense, we will study it to have solid knowledge about it, which by the way as a whole has deserved few studies by the writers.
3. Teaching of company civil law
The teaching consists of transmitting knowledge, so the teaching of law consists of transmitting legal knowledge and therefore the teaching of company civil law consists of transmitting knowledge on this branch of law, in this sense we will study this topic to have solid knowledge of the civil law of the company.
In the master's degree in business law organized by the Federico Villareal national university in the city of Lima, the civil law course is taught, for which it is clear that it is the civil law of the company, which we must congratulate because in other master's degrees of the referred city we have not heard that this branch of civil law is taught.
4. Location
It is the responsibility of this headquarters to determine the location of the company's civil law, which is why we will study it below to have solid knowledge of this important branch of law that we study at this headquarters. The civil law of the company is located in civil, private, corporate and business law and taking into account that it is located in private law, it can be modified by agreement of the parties. As for example by contracts, pacts, conventions, which are agreements of parties that correspond to study at this headquarters.
5. Divisions of civil law
5.1. General
There are three divisions of civil law in the doctrine that deserve to be mentioned, so we will study them below.
5.2. First division
The first division of civil law is the one that divides it into two branches that are the following:
- Patrimonial civil law. Extra-patrimonial civil law.
This division is applicable to all states, and even ancient Roman law applied, so we must record that it is not exclusive to the law of a state.
5.3. Second division
The second division of civil law is the one that divides it as follows:
- Preliminary title. Right of persons. Legal act. Family right. Inheritance law Obligation law. Sources of obligations. Registry law. Private international right.
This division is applicable to the Peruvian state, and even this division of books has the 1984 Peruvian civil code, so it is only applicable to Peruvian civil law.
5.4. Third division
The third division of civil law divides it taking as a reference the civil law codes, in this sense according to this division civil law is divided as follows:
- Codified civil law. Uncoded civil law.
Civil law is codified civil law that is found in codes of said branch of law, therefore belong to that branch of law the Peruvian civil code of 1984, Peruvian civil code of 1936, Peruvian civil code of 1852, French civil code of 1804, civil code of 1942, German civil code of 1896 effective as of 1900, among other codes, that is, these are not all the civil codes that exist in the world, but we quote them to have an idea of them and to study them.
While uncoded civil law is civil law that is not found in codes of any kind, and in the latter are the following sources of law:
- Civil doctrine. Civil jurisprudence Civil executions. Civil customs. Legal principles of civil law. Manifestation of will of civil law. Social reality of civil law. Civil laws that are not codes.
Among others, that is, these are not all parts of uncoded civil law, but we quote them because they are the best known and deserve to be cited in this work.
In order to know and master this subject, we must know which are the sources of law, which we have studied in abundant research works that appear published not only on the Internet, but also in other media such as magazines and newspapers on paper, which will allow us to understand it. and in this way have a better command of the law.
6. Importance of the civil law of the company
The civil law of the company is quite important because thanks to it some contracts can be entered into, such as civil contracts such as the contract of sale, lease, loan, lodging, among others; and constitute guarantees such as civil guarantees, among which we can cite the antichresis and the mortgage, however, they are not the only ones.
It also allows us to contract obligations, among which we can cite the obligations of giving, doing, not doing, among others. It also allows to register the properties in public registers because in the Peruvian civil code of 1984 as well as in the Spanish civil code of 1889, there are rules on public registers which should be studied and applied.
Bearing on record that the 1984 Peruvian civil code contains a greater number of regulations on public records than in comparison with the 1889 Spanish civil code, which are currently in force.
7. Knowledge area
- When studying company civil law you should study civil law because the first is part of the second. When studying company civil law you should study company law because the first is part of the second. When studying company civil law Law of legal persons should be studied because the first contains some general rules applicable to the latter. When studying civil law of the company, corporate law should be studied because the first is part of the second. When studying civil law of the company, procedural law should be studied. civil because disputes originated in civil law are processed through the second.When studying civil law of the company, procedural law should be studied because the litigations originated in civil law are processed through the second. When studying civil law of the company, commercial law should be studied because some rules of the 1984 Peruvian civil code apply. to the second of the aforementioned.When studying civil law of the company, you should study corporate law because some rules of the Peruvian civil code of 1984 apply to the second of the aforementioned.When studying civil law of the company, you should study exchange law because the contracts held in the first may be guaranteed by negotiable securities.When studying civil law of the company, you must study cartular law because the contracts concluded in the first can be guaranteed by securities. When studying civil law of the company, you must study bankruptcy law because some rules of the first apply to the second. study civil law of the company trademark law should be studied because companies can provide trademarks. When studying civil law of the company should study patent law, because companies can provide patents. when studying civil law of the company copyright should be studied, because companies can provide copyright. When studying civil law of the company should study industrial property law,because companies can provide industrial property rights. When studying company civil law you must study industrial law because companies can provide industries. When studying company civil law you must study guarantee law because the civil code Peruvian law of 1984 regulates some guarantees, among which the mortgage and antichresis stand out. When studying civil law of the company, contractual law should be studied because the Peruvian civil code of 1984 regulates some contracts, among which we can cite the sale contract, leasing, commodatum, lodging, among others. When studying civil law of the company you must study law of obligations because the 1984 Peruvian civil code regulates them.When studying company civil law, you should study the law of legal act because the 1984 Peruvian civil code regulates the legal act. When studying company civil law, you should study registry law because the 1984 Peruvian civil code contains some rules on the Last, when studying company civil law, private international law should be studied because the 1984 Peruvian civil code contains some rules on the second of those mentioned. When studying company civil law, agrarian law should be studied because the Peruvian civil code of 1984 regulates peasant communities. When studying company civil law, cooperative law should be studied because the 1984 Peruvian civil code regulates cooperatives with some general rules.When studying civil law of the company, sanctioning law should be studied because in legal persons regulated in the 1984 Peruvian civil code, sanctions can be imposed, such as the exclusion of partners, when studying civil law of the company, constitutional law should be studied. Because the Peruvian civil code of 1984 and the Peruvian political constitution of 1993, among other norms regulate contracts in Peruvian law. When studying civil law of the company, constitutional procedural law should be studied in case any right regulated in the Peruvian civil code of 1984 is enshrined in the 1993 Peruvian political constitution, the Peruvian constitutional procedural code is applied to establish the requirements and procedure of the corresponding constitutional guarantee action.When studying company civil law, administrative law should be studied because companies must have a municipal operating license. When studying company civil law, municipal law should be studied because companies must have a municipal operating license. The company should study tax law because companies pay taxes. When studying company civil law, political law should be studied because administrative and constitutional law is studied, which incidentally are located in public law. When studying company civil law, study customs law because companies can do customs procedures.When studying civil law of the company, international trade law should be studied because companies can engage in international trade, in which the international sales contract stands out among other contracts, but it is not the only one. When studying civil law of the company Mortgage law should be studied because the 1984 Peruvian civil code contains some rules on the registration of real property. When studying company civil law, property law should be studied because the 1984 Peruvian civil code contains some rules on property. studying company civil law should study health law because contracts for the provision of medical services can be concluded according to the Peruvian civil code of 1984.In which the international sales contract stands out among other contracts, but it is not the only one. When studying civil law of the company, you should study mortgage law because the Peruvian civil code of 1984 contains some rules on the registration of real property. Studying company civil law should study property law because the 1984 Peruvian civil code contains some rules on property. When studying company civil law you should study health law because you can enter into contracts for the provision of medical services under the civil code Peruvian 1984.In which the international sales contract stands out among other contracts, but it is not the only one. When studying civil law of the company, you should study mortgage law because the Peruvian civil code of 1984 contains some rules on the registration of real property. Studying company civil law should study property law because the 1984 Peruvian civil code contains some rules on property. When studying company civil law you should study health law because you can enter into contracts for the provision of medical services under the civil code Peruvian 1984.When studying company civil law you should study mortgage law because the 1984 Peruvian civil code contains some rules on the registration of real property. When studying company civil law you should study property law because the 1984 Peruvian civil code contains Some rules on assets. When studying company civil law, you should study health law because you can enter into contracts for the provision of medical services according to the 1984 Peruvian civil code.When studying company civil law you should study mortgage law because the 1984 Peruvian civil code contains some rules on the registration of real property. When studying company civil law you should study property law because the 1984 Peruvian civil code contains Some rules on property. When studying company civil law, you should study health law because you can enter into contracts for the provision of medical services according to the Peruvian civil code of 1984.When studying civil law of the company, health law should be studied because contracts for the provision of medical services can be concluded according to the 1984 Peruvian civil code.When studying civil law of the company, health law should be studied because contracts for the provision of medical services can be concluded according to the 1984 Peruvian civil code.
8. Private law
Private law is broadly shaped by commercial and civil law. When studying company civil law, private law should be studied because the former is part of the latter.
9. Public law
Public law is conformed broadly by constitutional, administrative, tax, customs, procedural, political, among other branches of law. When studying civil law of the company, public law should be studied because procedural and constitutional law, among other branches of law, are studied.
10. Social law
Social law is broadly conformed by family and by labor or work law. When studying civil company law, social law should be studied because family businesses are studied, as well as the contributions that the conjugal society makes to companies.
11. Consulting and civil law of the company
It is necessary that the consultancies take into account the civil law of the company because the companies celebrate contracts, constitute guarantees, and the entrepreneurs grant companies in inheritance through intestate succession and testamentary succession. It is also necessary to take into account the civil law of the company because we must take into account private international law.
In this sense, if an advisory lawyer of a company that can be an internal or external advisor does not dominate the civil law of the company, it is clear that he will not be very successful in his consultancies. Therefore, we are obliged to suggest that business advisory lawyers study the civil law of the company, among other branches of law.
12. Civil property law
Company law cares about knowing civil property law because it is interested in civil contract law, real and obligations, as well as registry law. However, in this branch of civil law it is important to bear in mind that the majority doctrine holds the same, which is why it relieves us of further comments.
13. Extra-patrimonial civil law
Company law is interested in knowing extramarital civil law because it is interested in knowing inheritance law as well as family law or family law, in this sense here if it is appropriate to argue since the majority doctrine says otherwise, in that sense we must leave Evidence that regarding family law is important for company law because there are family companies and as for inheritance law it is important because companies can be inherited through the intestate or testamentary succession that are the types of succession.
14. Preliminary title
In this part of the present we will study the preliminary title of the 1984 Peruvian civil code, which contains rules applicable to the company, for example, all corporate lawyers are interested in the classes of derogation, or the abusive exercise of law, or the iura novit principle. Curia, among other rules contained in the aforementioned preliminary title, so that in all work on business law, its study cannot be left aside.
The preliminary title of the 1984 Peruvian civil code applies to company law because the latter regulates the classes of derogation in article I, the abusive exercise of law in article II, application of the law in time article III, analogical application of the law in article IV, nullity of the legal act against public order or good customs in article V, interest to act in article VI, principle iura novit curia in article VII, supplementary law VIII, voids of the legislation in Article X, among other assumptions which by the way apply to all the law, in this sense we must put on record that any corporate or business lawyer is interested in the preliminary title of the Peruvian civil code of 1984.
15. Right of persons
The civil law of the company covers the law of persons because the Peruvian civil code of 1984 regulates them, in this sense it is clear that we must divide them into natural persons and legal entities:
15.1. Natural people
Natural persons are human beings or flesh and blood persons who can dedicate themselves to the company in which case we will be in front of the individual entrepreneurs who exercise the company as natural persons. The 1984 Peruvian civil code regulates absolute and relative incapacitated persons, causes that must be taken into account in company law.
It should also be borne in mind that company workers are natural persons, so in company law we must take this into account for greater control of it.
15.2. Legal persons
Legal persons are among others collective persons or also known as ideal beings, or fictitious persons, among other denominations. The 1984 Peruvian civil code contains general regulations on persons, as established in the same that they have a different existence from that of its members.
Article 78 of the 1984 Peruvian Civil Code establishes that the legal entity has a different existence from its members and none of them nor all of them have the right to its assets or are obliged to satisfy their debts, for which reason it is clear that in the state Peruvian with the current legal norms, it is difficult for judges to apply the lifting of the veil of legal persons, companies (which is what interests us) and autonomous entities because there is no legal basis, however, for some the legal basis would be the abuse of law, but in any case it is clear that in the reforms studied so far by the respective commission it has been proposed to include the lifting of the veil as a reform of the civil code, but this proposal so far is not law.
The lifting of the veil has no application in the collective societies because in those the partners respond in an unlimited and solidary way for the social debts, in such sense it would not make sense to lift the veil of the legal persons in this type of societies.
16. Legal act
The legal act book of the Peruvian civil code of 1984 is applicable to the company because the contracts entered into by the company require the validity requirements, just as they are subject to the general rules on the ineffectiveness of the legal act, such as the nullity and voidability assumptions.
17. Family law
The family book of the Peruvian civil code of 1984 is applicable to the company because the family can dedicate itself to the company, like the conjugal society, for which reason the book referred to at the beginning of this paragraph should be applied in these cases. In some cases the company is owned by the conjugal society, and therefore, we must master family law when there is a liquidation of the community society.
Likewise, the civil code must be taken into account in the part referred to in this book because it must be known that the spouses cannot enter into contracts regarding social assets and, in this order of ideas, the two spouses cannot simultaneously form companies.
In this sense, we can affirm that family law is quite important for company law, however, this is little known by the different authors, as well as by the legal operators.
18. Inheritance law
Inheritance law is applicable to company law because a company can originate an intestate or testamentary succession, in this sense we must know the right indicated when studying the company.
It is also necessary to know the inheritance law because we must know how it is done to inherit a company. You must also know the types of wills to know the options that exist in the right to leave an inheritance company.
19. Real rights
The real rights are applicable to the company because the latter is a good, in that sense it merits the corresponding studies within civil law and in this way it may be a matter of real and personal rights, but at this headquarters we are only interested in the former.
Various real rights can be constituted on the company, or on part of it. But currently with the regulations in force in Peruvian positive law, no real rights can be constituted on the integrity of the company, so we must resort to the bills, in this sense we can affirm that in the draft of the business law, He suggested that if this project was approved, a goodwill could be constituted.
However, said bill is not in force in the Peruvian state in that sense, currently, a mortgage cannot be constituted on the company, as well as any real right. In the Argentine Republic, it is possible to create real rights over goodwill without problems.
But if real rights can be constituted on parts or assets of the company, for example, usufruct on assets of the company or mortgage on real estate of the same, or movable guarantee on movable and / or incorporeal property of the company, or antichresis. on real property of the company, among other real rights, in this sense we can affirm that the real rights do interest the company right.
20. Law of obligations
The law of obligations is applicable to the company because the latter can contract obligations and can also be a debtor or creditor in them, in this sense in the law of the company the different modalities of the obligations must be known, such as for example the obligations of giving, doing, not doing, solidarity, among others.
For example, the company may enter into a contract acquiring some of these obligations. In this sense, it can be forced not to build a wall beyond a certain limit, in which case it is clear that we will be faced with an obligation not to do so.
In another case, the obligation to deliver a thoroughbred horse may be agreed, in which case the company is subject to an obligation to give or deliver. In another case the company may be required to construct a building in which case we will be faced with an obligation to do so.
That is, the law of obligations is quite important for the law of the company or business law or business law.
21. Sources of obligations
The sources of obligations or contracts must be taken into account in the law of the company, so the latter can validly enter into contracts with respect to the assets of the aforementioned, for example, it can enter into sales of the company's assets, or enter into lease contracts over assets. of the company or contracts in which the company is a lessee, among others.
Another assumption in which it is necessary to take into account the sources of the obligations is with respect to the rescission and resolution actions provided for in this book in the Peruvian civil code of 1984. For the record that the former only operates judicially, while the latter It also operates extrajudicially, in which case we are facing the extrajudicial resolution.
22. Prescription and expiration
The prescription and expiration are important for the law of the company because with respect to the contracts that the company concludes, there may be pending actions that it is necessary to determine whether or not there is a term to exercise them. For example, if you enter into a sales contract and there is an injury, the limitation period for this action must be known.
However, we must bear in mind that in some cases company law has statutes of limitations and expiration that are not established in the civil code but in other regulations such as labor regulations, the statute of limitations for labor actions, among other. Also in the tax code some prescription periods are established.
23. Registry law
Registry law is part of the company law because it can have some of its assets registered, such as land, houses, apartments, offices, hotels, buildings, vehicles, among others. Therefore, it is clear that every corporate and business lawyer is interested in registry law.
24. Private international law
Private international law is part of company law because companies in some cases care about knowing the subject known as applicable law or competent judge among the different judges of different states or countries.
We can even cite specific cases such as in cases of division and merger, it is important to determine the applicable rule when companies are located in different states.
25. Conclusion
After having developed the topic of company civil law, which is certainly a branch of company law, we formulate conclusions in the following terms:
- Civil patrimonial and extra-patrimonial law are part of the company law, however, regarding the second, there is a majority position of the doctrine.All branches of civil law are part of the company law, in that sense the law of persons, legal act, family, succession, obligations, sources of obligations, registry, private international, mainly. The integrity of civil law is part of the law of the company, therefore all corporate lawyers and those dedicated to the company They should know. The civil law of the company is quite important for the business law. Few lawyers have studied the civil law of the company. We have not found publications in the Peruvian law on the civil law of the company.Few attorneys have heard of corporate civil law. Corporate civil law is not studied under corporate law.
26. Suggestions
Having studied corporate civil law and formulated conclusions, we formulate suggestions in the following terms:
- In business law, civil heritage law and also extra-patrimonial law should be studied. Within business law, personal law, legal act, family, succession, obligations, sources of obligations, registry, international private, should be studied, mainly in law. of the company must study civil law in its entirety. That lawyers study the civil law of the company. That lawyers make publications on the civil law of the company. All corporate and dedicated company lawyer must master civil law. The civil law of the company must be studied within corporate law.
