Collective society
The collective partnership is made up of a minimum number of 2 people, all partners respond in solidarity, there are two kinds of partners: industrialists and capitalists, the former provide personal work and the latter provide work and capital; the unanimous vote of the partners will be necessary in the cases of accepting another company to form part of it. The company name will be integrated with the full name or the only surname of one or more of the partners followed by the expressions "and company", "brothers", "and children", or other similar ones, if the full names or the surnames of all partners. The name of a stranger cannot be included.
Limited partnerships
It may be constituted between one or more partners who jointly and unlimitedly undertake their responsibility for social operations and one or more partners who limit the responsibility to their respective contributions. It has two kinds of partners:
The general partners will respond personally and jointly with all their assets for the operations that are developed, the latter will respond according to the capital contributed. The company name will be formed with the full name or the sole surname of one or more general partners and the expression "and company" or the abbreviation "& Cía." Will be added, followed in any case by the abbreviated indication "S. in C. » or the words "Limited Partnership by Shares" or its abbreviation "SCA", if it is by shares.
Simple limited partnership:
- The capital is divided into shares or parts of interest The assignment of shares or part of interest will be made by public deed The partners will be: minimum one managing partner and maximum 25 limited partners They will be dissolved for losses that reduce the capital to one third or less
Limited partnership by shares:
- The capital is divided into shares represented in corporate and participation securities of equal par value called shares, the trading of the shares is free unless the right of preference is agreed. The partners will be: at least one managing partner and 5 limited partners, there is no maximum limit, it will be dissolved for losses that reduce the net worth to less than 50% of the subscribed capital
Limited liability company
The partners will respond up to the amount of their contributions or may stipulate a greater responsibility. It is constituted by a number of 25 partners, which may not be exceeded, in the event that this happens it may become another type of society or decrease the number. When the reduction implies a decrease in the capital stock, prior permission must be obtained from the Superintendency, under penalty of dissolving the company upon expiration of the aforementioned term.
The company name will be composed of the word "limited" or its abbreviation "Ltda.", Which if it does not appear in the statutes, will make the associates jointly and severally liable to third parties.
The statutory reforms will be approved with the favorable vote of a plural number of associates representing, at least, seventy percent of the quotas in which the capital stock is divided. Unless a higher majority is stipulated.
The assignment of the quotas must be made by public deed, it will only produce effects with respect to third parties and the company from the date it is registered in the commercial register. The partner who intends to assign their quotas will offer them to the other partners through the company's legal representative, who will immediately transfer them, so that within the following fifteen days the remaining partners can express whether they have an interest in acquiring them.
The limited liability company will be dissolved when losses occur that reduce the capital below fifty percent or when the number of partners exceeds twenty-five.
Anonymous society
It is constituted with a plural number of partners that may not be less than 5 shareholders, through public deed who respond up to the amount or contribution of the respective capital that they have provided for the company. It will have a name at the end of the words Sociedad Anónima "or the letters" SA ".
The capital of the corporation will be divided into shares of equal value that will be represented in negotiable securities, that is, the shares must be in the name of the owner.
The assembly will deliberate with half plus one, unless a lower quorum is agreed in the statutes, the decisions will be made by a majority of the votes present. In the bylaws of companies that do not trade their shares in the public securities market, a different quorum or majorities greater than those indicated may be agreed.
Simplified joint stock company
Simplified Stock Companies can be constituted by one or more people, it will be carried out by means of a private document and registration of the commercial register in the Chamber of Commerce, the shareholders will respond up to the amount of their contributions, the term of duration is indefinite, the corporate purpose It may be stipulated as indeterminate. The tax audit is not mandatory, nor the board of directors, the partners will have restrictions against liability for tax and labor obligations.
