Understanding Partnerships and Corporations: Key Legal Aspects
Key Legal Aspects of Partnerships and Corporations
Formation and Contributions
1. For there to be a corporation:
It is necessary that all partners make a contribution.
2. Call external companies:
A society with legal personality.
3. The purpose of the partnership agreement:
Are the contributions made by partners.
4. Contributions of the partnership agreement:
May consist in giving, doing, or not doing anything.
Types of Partnerships and Liabilities
5. The contract participation accounts:
It is purely a domestic partnership agreement between the manager and the participant.
6. Partnerships:
Are closed societies, and members can get to meet the debts with their own assets.
7. A society is irregular:
When missing the formal requirements of Article 119: public writing or inscription CCo RM.
Profit Sharing and Administration
8. The right to benefit or profit-sharing partners:
Of partnerships is automatic and appears with the mere approval of the balance sheet and operating account.
9. The name of a partnership and collective:
Not allowed to name any person other than a partner, under penalty of holding you liable for the debts personally.
10. Administration of the partnership if the partnership agreement is silent about:
Corresponds to each of the separate partners.
Losses and New Partners
11. The loss of a partnership, if nothing is said in the partnership agreement:
Be distributed among the general partners in proportion to their capitalist interest portion (part of capital).
12. If a partnership becomes part of the same new partners:
They start to respond to third-party debts prior to admission.
Limited Partnerships
13. In a limited partnership, the limited partner:
Responds to third parties only if their contribution does not cover the amount of responsibility.
14. The limited partnership, if you say nothing in the contract:
The losses are distributed among all partners (if less industrial) in proportion to its equity.
15. In the limited partnership:
Managers can only be the general partners.
16. In a limited partnership:
None of the above is correct.
Dissolution of Partnerships
17. Partnerships:
Dissolve upon the death of a partner unless there is an agreement for continued partnership with the heirs of the deceased.
18. Partnerships:
Disappear when there is a contractual closure.
Limited Partnership by Shares
19. In partnership limited by shares, what should be divided into shares?
All capital.
20. The limited partnership by shares is managed by:
A partner.
Corporations (SA)
21. Administration of an SA may be removed by majority agreement of the general meeting:
Although the issue is not on the agenda, or away just cause.
22. If a corporation fails to deposit their annual accounts in the RM:
It produces the “registration close”, but it is exempted from certain inscriptions that may be made.
23. According to the LSC, the bylaw amendments that directly or indirectly affect the rights of a special class of shares, requiring:
The corresponding agreement of the JG and the majority consent of the holders of the shares belonging to the class affected.
Shareholders’ Rights
24. The shareholders of a corporation:
Have preferential subscription rights in both the issuance of new shares in the issuance of convertible bonds.
25. A shareholder of a corporation shall be entitled to separation:
If you voted against an agreement which replaces the social order.
Capital Companies Act
26. Capital Companies Act:
It provides for the assumption of society-turned irregular, stating that it applied the rules of the partnership or civil society.
27. If a corporation with 900,000 euros in capital has an endowment of 300,000 euros, the company:
You can avoid dilution if you agree with all legal requirements a capital reduction of €600,000.
28. A shareholder who is in arrears in the payment of outstanding disbursements:
Is punished with the loss of voting rights, dividend, and pre-emptive rights.
29. Redeemable shares:
They can be issued by any listed company.
30. According to the LSC, the preferential subscription rights of shareholders in case of capital increase by issuing new shares can be totally or partially:
By agreement of the General Board.