Unipersonal Companies: Sole Proprietorships Explained
Unipersonal Companies: Sole Proprietorship or Limited Liability
Discussing sole proprietorships.
Definition of Sole Proprietorship
A sole proprietorship is defined as:
- Constituted by a single partner, either a natural or juridical person (original).
- Constituted by two or more partners if all shares have passed to the ownership of one partner (supervening).
Constitution of Original Form
This involves overcoming the idea of the existence of a plurilateral contract as the basis of the business organization. Critically, it appears as a unilateral legal transaction, the declaration of will of a person (natural or legal) to the birth of a company with its own legal personality.
To be constituted, a public deed is entered in the Register. The registration will necessarily identify the sole member; such identification is to be produced in the articles of incorporation. The will of the founding partner must be effective; otherwise, we would have a cause of nullity registered. The deed shall contain the statutes, the social contributions to be made by the sole shareholder (whose capital shall not be less depending on if an SA or SRL (3012 or 60000) fully paid) and the number of shares that form it.
Recorded in the Register of the One-Person Occurrence
When a single partner comes to own all the shares or shares, it must be recorded in the Register in the statement of the company. This occurs when a partner acquires all the shares (SA, registered, bearer, or book-entry form) or shares (SRL).
The breach of duty to register in the Register the statement of the sole shareholder having acquired this condition can have serious consequences for him. Since six months after the acquisition of the society as individual without any registered this circumstance, the sole shareholder is liable, unlimited and severally liable for company debts incurred during the period of sole proprietorships. Once the proprietorship is entered, the sole shareholder is not liable for the debts incurred later.
The Organs of Society
These are the same as in the regime of the SA or SRL. The sole member shall entrust the management of the company to others, and this will be necessary when the statutes have set the board consists of more than one person.
At the Annual General Meeting, the partner exercises its powers only through the decisions that they take to equate these acts are recorded in minutes, under his signature or his representative can be performed and arranged by one’s partner or the directors of the company.
Recruitment Partner with Society
Contracts between the member and society require:
- To be in writing or in documentary form in accordance with its legal nature.
- To be transcribed in a record book of the company, legalized in accordance with the minute books of societies.
- That the annual report contains references to these individual contracts.
In the event of bankruptcy of the sole member or the society, contracts between the partner and the company will not be enforced against the mass if they were not registered in the log book and are not referenced in the annual report filed in the Registry.