The new Commercial Societies and Individual Enterprises of Limited Responsibilities General Law (Law No. 479-08), substitutes and derogates the Third Title in the Commercial Code that is in effect, that includes the articles 18 to the 64 regarding the Commercial Societies.
By Santiago Mejía on June 16th, 2010
This new Law recognizes and maintains in effect the different types of societies known from the Commercial Code. Nevertheless, institutes two new classes of societies: the Societies of Limited Responsibilities (SRL by the initials in Spanish) and the Individual Enterprises of Limited Responsibilities (EIRL by the initials in Spanish).
This way the law recognizes and regulates the following types of societies:
– Joint-Stock Societies of Public and Private Subscription
– Collective Name Societies
– Simple Silent Partnership Societies
– Stocks Partnership Societies
– Societies of Limited Responsibilities
– Individual Enterprises of Limited Responsibilities
Additionally, it recognizes the Accidental or in participation Societies. The Law establishes that this society lacks legal personality, and that it will not be subject to any type of requisite of form nor matriculation and that its existence will be proven by any means.
The law also regulates, the aspects related to the conformation and operation of the different management organs of all the societies regulated on the basis of the minimum norms of good corporative government; the constitution and deliberation of the deliberating organs and the control and supervision mechanisms of the social management.
Also, attenuates the regime of invalidities of the Commercial Societies, adapting it to the modern regulatory tendencies.
In addition, the law of societies regulates the process of fusion; division of societies; increases and reduction of capital; dissolution and liquidation, amongst other new features. This is very important, since our previous legislation, suffered from great voids in these aspects.
In upcoming post I´ll be analyzing each corporate type, it´s procedures and main issues, so keep checking us and feel free to post your comments and questions.