"The company favors human progress."
1. GENERAL
This is chapter IV, in which we develop the company and the large companies, within the first part the company with perfect competition, the public company, the combined companies, the government companies, the private company and the family company is also developed.
The second part develops: the consortium, the branch, agency or subsidiary, kartelle, konzerne, trust, holding, pool, transnational companies, international companies, supranational or supra-state companies and multinational companies. Which are different forms of large companies and in any case it should be noted that few authors know of these forms of large companies, in this sense not only for corporate lawyers, it is essential to know these issues, but it is also necessary to know this issue, but also for other lawyers, such as the proceduralists, among others.
2. COMPANY
The Dictionary of the Spanish Language of the Royal Spanish Academy defines the Company as follows: Entity made up of capital and labor, as factors of production, and dedicated to industrial, commercial or service activities, generally for profit and with the consequent responsibility.
Guillermo Cabanellas defines the company as an organization of personnel, capital and work, with a lucrative purpose, whether of a private nature, in which it seeks to obtain profit for the partners or shareholders; or of a public nature, in which it is proposed to carry out a public service or fulfill another beneficial purpose for the general interest.
Boucraut defines the company as an organism or organized, hierarchical group of men linked to each other, by various links, such as salary or the partnership contract, who work to achieve a specific purpose, this group almost always has a duration independent of its members, because they have a different personality from the individuals that compose it. Regarding this definition of a company, it is necessary to state that the existence of a legal entity is not essential for the existence of a company, in this sense we can speak of a company when there is an irregular company that is not registered in public records, the same thing happens when it is an Individual Liability Company not registered in Public Registries.
Guillermo Cabanellas defines the mercantile company as a lucrative organization of personnel (employer or management, industrial partners or workers), capital (money, property, machines and tools, furniture, etc.) and work (organizing, directive, research, advertising, technical and material execution), with a unit of name, permanence in activity and defined purpose.
Daniel Echaiz Moreno defines the company as a natural product of the transformations that the world is experiencing, driven by the desire to satisfy the emerging mass hiring, which is the consequent result of industrial machinery. For the same author, the company is the dynamic grouping of diverse elements, economically organized within a legal framework for the production or commercialization of goods or for the provision of services.
For Pedro Alberto Bellido Sánchez, the company is defined as a conjunction of human, economic, financial and technical resources, for the development of an activity that produces goods and / or services, stopping at risk, both production and sales costs, as well as profits or surpluses, making the sale or rental of said goods and / or services in such a way as to ensure the subsistence of the business entity.
For Ramón Zapico Medina, the company is a type of collective society, sometimes without legislative regulation, others with simple contractual limitations between the partners and finally with a certain legal tonality that propels the union of small capitals to form a large common fund.
For Fayol, the company is a society that consists of providing it with all the necessary elements for its operation, raw materials, tools and supplies, capital, personnel, in this set of elements two large divisions can be made: the material organism and the social organism Once the material resource is provided to the staff or social body, it must be able to perform the six essential functions that it encompasses in the company.
For Jorge Lanatta, the company is the first dynamic factor in the economy of a country and at the same time constitutes a means of distribution that directly influences the private life of its inhabitants.
For L. May, the company is a society in which the factors of production are brought together, whether capital, materials, equipment and personnel to achieve a goal.
In the book Finance. Theory and Practice determined that companies are entities that develop lucrative economic activities whose objective is to produce goods or services to satisfy consumer needs.
For Ferguson, the company is an entity in which the factors of production or final product converge and from which the products diverge or emerge.
For Percy Rodríguez Olaechea, the company is an economic unit that combines human, financial and material resources to produce goods and / or services and obtain benefits and / or serve the community.
For Andreas Paulsen A company or firm is the economic unit that may eventually comprise several plants, and is characterized by the unity of the goals and consequently of the economic plan.
For us, the company is the set of capital, labor and administration dedicated to meeting a need of a group of people, for example car manufacturing companies satisfy people's need for cars, food companies satisfy the need for food of people, companies that make refrigerators meet people's need for refrigerators, companies that make televisions meet people's need for televisions, companies that make clothes meet people's need for clothes, companies that sell Clothes satisfy people's need for clothes, private schools satisfy people's need for education, computer vendors satisfy people's need for computers.Companies sometimes have legal personality, in other cases they do not. In the Peruvian state, private law companies have to register in the registry of legal persons to acquire legal personality. The company sometimes has a different existence from the employer, which is known as limitation of the liability of the partners. The investor is looking for profits with the investment he makes in the market at the lowest possible cost, for which he can invest in electrical appliances, vehicles, real estate (for example, a real estate), food, clothing, or services. In this sense, we can say that companies are classified into goods companies and service companies. The investor is not always the one who manages the company,Therefore, it is necessary to clarify that generally in small companies the administrators are the same as the investors but in large companies, the administration is separated from the property rights over the company. The entrepreneur and the consumer are part of the market intervening in some Indecopi opportunities, which we will deal with later. The market makes companies more efficient in it, so we can affirm that the way in which the efficiency of companies is controlled is through the companies that intervene in the market as competitors. In this sense, a company is more efficient when there is a greater number of companies that act as competitors, for example if in a certain market there is a company that sells or manufactures vehicles, the price is not necessarily set by the market,Rather, it is set by the employer, but when there are several companies in a certain market, the price is set by the market, making the companies more efficient. However, in a given market not only the manufacturers of that market intervene, but other competitors intervene, such as importers, for example, of vehicles that cause market prices to fall. That is, when there are many companies in a market, they compete with each other, and apply certain market penetration strategies, through administrators, sellers and servis. For the entrepreneur and the corporate lawyer, it is not only necessary to know the law to be able to participate in the market but also needs other tools, among which are marketing, total quality and reengineering, economics,accounting and administration. That is to say,Business law not only includes the application and study of law but also implies the application of other elements among which we can cite the economy as detailed above, when economics is applied to law, benefits are maximized in a framework of scarce resources. For example, from economics we can apply the law of diminishing returns, which is that if we indeterminately increase an element of production, there will come a time when production will not be efficient. That is, the entrepreneur and the corporate lawyer must know the law and also the economy. The Entrepreneur and the corporate lawyer must also know accounting to study and keep the accounting and financial statements of the company and the companies that it wants to acquire. In other words, the entrepreneur and the corporate lawyer must know law and also accounting. All these elements are not of much use if the product or service is not placed on the market, for which it is necessary for the entrepreneur and the corporate lawyer to have marketing knowledge, in order to penetrate the market in a better way, be it through certain advertising campaigns directly or by supervising the advertising campaigns executed by advertising companies,In this sense, the entrepreneur and the corporate lawyer must be directed to place the product or service in the best way and at the lowest possible cost. In our environment there are many advertising companies.
The Draft of the General Law of the Company defines the company as the economic organization dedicated to the production or commercialization of goods or the provision of services. It specifies that the essential elements of the Company are: the business fund and business activity.
The company is studied by various areas of human knowledge, in this sense the company is not only studied by business law, but is also studied by accounting, economics, administration, industrial engineering, among other areas of knowledge. To have a more complete vision it is necessary to take into account all the company's approaches.
However, few in our midst consider that the company should be studied by lawyers.
The factors of production are land, labor and capital. All three require a certain proportion in every modern and productive company. Land, in an economic sense, means all the natural resources used in production. This includes soil used for agriculture or forestry; mineral resources; hydraulic forces; marine fish and minerals; and finally, the use of the land for the location of the places where an activity takes place. Work, in the economic sense, includes all human efforts, whether physical or mental, invested in production. Capital can exist in the form of articles or money or in both forms depending on the circumstances of the problem we are analyzing and according to the point of view of our analysis.
Few lawyers have studied the company, therefore, we cite few legal definitions of company.
The company favors human progress.
We must specify that in the life of any company the human factor is decisive. The administration establishes the foundations to achieve harmonization of the numerous and sometimes divergent interests of its members: shareholders, managers, employees, workers and consumers (taken from the internet).
For some, company means the action of undertaking something with an implicit risk (Ibid).
For Isaac Guzmán Valdivia it is the economic-social unit in which capital, work and management are coordinated to achieve a production that responds to the requirements of the human environment in which the company itself operates (Ibid).
The company can be defined as the social group in which, through the administration of capital and work, goods and / or services are produced pending the satisfaction of the needs of the community (Ibid).
For Bernard Hargadon and Armando Múnera Cárdenas, there are three main types of business companies that are: service, commercial and industrial companies.
They specify about service businesses that this type of business is what sells a service rather than a product. Examples of these businesses are barber shops, medical services, travel agencies, shuffleboard fields, billiard halls, professional soccer teams, public companies, etc.
In this sense, a law firm would be considered a service company.
They also specify that commercial businesses are those that buy a product or products from wholesalers or factories directly and then resell them to consumers without changing the characteristics of the product itself. The purpose of these businesses is to sell the items at prices above costs, in such a way that a) allows them to pay the wholesaler or factory, b) allows them to cover operating expenses and, of course, c) leaves them a gain. Examples of these businesses are by quantity: grocery stores, clothing stores, etc.
Therefore, Saga, Ripley, Metro, Santa Isabel, among others, are considered commercial companies.
They also specify that industrial businesses are those that buy materials in order to convert them into new products that are later sold to the public or to other commercial businesses that resell them. The main function of these businesses is to convert some materials into others or into new products. The student surely knows many businesses of this type, such as shoe, clothing, soft drink factories, etc.
In this sense, the different factories are considered industrial businesses such as the factories of electrical appliances, cars, computers, among others.
In other words, there are not only commercial companies but there are different types of companies, as explained above.
In this sense, when the company is studied, all companies or only some type of company can be studied.
The same authors classify the types of company organization into three that are single-owner businesses, partnerships, and capital companies.
For some, it is a microenterprise that employs up to five workers. Small business with five to twenty workers. Medium company of twenty to one hundred workers. Large company with more than one hundred workers.
In Peruvian law, the characteristics of Micro and Small Enterprises are established by Law 28015, which establishes that they must meet the following concurrent characteristics:
a) The total number of workers.
- the micro-enterprise comprises from one to ten workers inclusive. the small enterprise comprises from one to fifty workers.
b) Annual sales levels.
- Micro-businesses, up to the maximum amount of 150 Tax Tax Units. Small businesses, starting from the maximum amount indicated for micro-businesses and up to 850 Tax Tax Units.
In accordance with article 37 of the same law, Medium and Small Companies that are constituted as legal persons do so by means of a public deed without requiring the presentation of the minutes, in accordance with the provisions of subsection i) of article 1 of Law 26965.
2.1. PERFECT COMPETENT COMPANY
For Paul Samuelson, the company of perfect competition is defined as one that is too small to influence the price that governs the market. The company simply accepts that price at which it can sell the quantity it wants, large or small, without appreciably influencing the price. The company has no power or control over the market price.
2.2. PUBLIC COMPANY
For the Central Reserve Bank of Peru, the public company is the financial economic organizations through which the State exercises its business action in the strategic sectors of the economy from the point of view of production, marketing and financing.
2.3. COMBINED COMPANIES
For Nikitin, the combined companies are the concentration of a large company from different branches of production linked together by the technological process.
2.4. GOVERNMENT COMPANIES
For Gregorio Garayar, government companies are unincorporated public companies that deliver all or most of their gross production to other government agencies such as munitions factories, mint, graphic arts workshops of the administrations, management of the conservation and administration of buildings or means of transport.
2.5. PRIVATE COMPANY
For Gregorio Garayar, private companies are companies in which all or most of the shares or other forms of participation in the capital belong to individuals and are controlled by them.
2.6. FAMILY BUSINESS
For Sydney Bravo Melgar, the family business is one established on family ties.
Family businesses are generally small, but there are also large businesses that are family businesses, that is, family businesses are almost always small businesses, but nothing prevents some large businesses from being family businesses. Because large companies are companies whose capital belongs to large groups of people who in many cases sell their shares on the stock market and do not belong to a family group or family.
Article 230 bis of the Italian Civil Code of 1942 specifies that the family member who provides their work activity continuously has the right to maintenance according to the condition of their family and is a participant in the profits in proportion to the quality and quantity of the work provided.
For Yuri Vega Mere, the family business is no longer the same as before in which the whole family worked in the same economic activity, but now each member of the family is looking for a job or investment opportunity in the market outside of it, In other words, family businesses tend to disappear little by little, as family members seek work on their own account. Furthermore, due to the appearance, according to the same author cited, of new types of family (which the legislation still does not address).
3. LARGE COMPANIES
Large companies generally have other legal figures, to which we will refer below.
Within large companies we will study the consortium, the branch, the agency or subsidiary, the kartelle, conzerne, trust and pool, transnational companies, international, supranational and multinational companies.
However, from another point of view, what is important is the capital or the number of workers, which we mention for a broader understanding of this topic, within business law, which is very useful for all people, within which we can take lawyers into account.
