Company law

The Company Law, Company Law or Corporate Law or Business Law is the branch of Private Law that deals with the social entrepreneur, that is, society as a subject of business traffic. The company receives legal personality by law and becomes a legal person, which means that it can be subject to legal rights and obligations in its own name, and not in the name of its partners. Company Law regulates the internal functioning and in relation to third parties of companies formed in accordance with the Law.

Types of companies

Traditionally, a distinction is made between civil companies and commercial companies, depending on whether they are governed by general civil regulations or by specifically commercial regulations.

In some cases, the commercial nature of a company is derived from the adoption of a specific corporate form regardless of the object to which it is dedicated (for example, limited partnership, corporation or limited liability company) or, in the rest cases, when the corporate purpose is the development of a commercial or business activity.

Within commercial companies, the most important currently, a distinction is usually made between partnerships (collective partnership and simple limited partnership) and capital companies (public limited company, limited liability company and partnership limited by shares). The main difference between one group and another is the form of admission of new members and transmission of social rights. While in partnerships, as it is intuitu personae, the approval of the other partners is required (usually unanimous), in capital companies it is not necessary, the acquisition of a share of the capital is sufficient. (Actions). In addition, the procedure to increase the share capital is usually simpler in capital companies than in partnerships.

Regarding the liability of the partners for the debts of the company, in capital companies the partners are only liable up to the amount of capital contributed, while in partnerships the partners are normally liable unlimited with all the assets present and future partners (partners of a general partnership and management partners of a limited partnership) and, exceptionally, on a limited basis (partners of a limited liability company and limited partners of a limited partnership).

Alternatives in the life of Societies

1. Transformation: society alters its typology by adopting another provided for in the law of societies. For example, it becomes an anonymous company to a capital and industry society
2. Fusion: two or more societies are joined to constitute one. It should be clarified that in the merger, the societies involved are not liquidated previously or during the process. There are special processes that involve the participation of a third society (inappropriate circulation) that absorbs an entity for the benefit of another that is usually its matrix.
3. Excision: happens when a society allocates part of its capital for the creation of another society/is or for the increase of the heritage of an already existing one.
4. Dissolution: A company may cease to exist when the partners so provide, when the company stays with a single member and does not get replacements or when the contract that gave rise to it expires among other cases.
5. Liquidation: takes place when a company collects all its credits, cancels all its obligations and conforms its Neto Heritage to then perform the division of capital among the participating partners of it.

Regulations

Spain

In Spain, company law is not regulated in a single legal body, but its regulation is dispersed in different legal bodies, mainly in the Civil Code of 1889, the Commercial Code of 1885 and Royal Legislative Decree 1 /2010, of July 2, which approves the consolidated text of the Capital Companies Act.

There is also special legislation that regulates less common corporate forms and, at the community level, it is also planned to introduce new corporate forms. In fact, on October 8, 2001, the Statute of the European Company was approved, introduced by Regulation (EC) No. 2157/2001, in force since October 8, 2004.

Mexico

In Mexico, the legislation is protected by labor laws and mercantile companies. Among the main forms of constitution are: SA - limited company. SC - civil society. AC - civil association. S de RL - limited liability company.