Differences between SA and S de RL
In the quantity of participants in SA theres no maximum and SRL max 50
• SA: Any name except the name of the stock holders
• SRL: Any name except the name of the partners.
Increase of the legal capital on S de A
- By new subscriptions of capital and bond issuance, revalorization of the company assets, acknowledgment of inflation
- The partners have a preemptive right to acquire new stock, proportionally to their participation
- It can only be agreed on a stock holders meeting
Issuance of new stock on S de A
- New contributions
- Conversion of debts and bonds into stock
- Capitalization of retained earnings
- Merger
Reduction of legal capital on S de A
a) Real reduction by:
- Exit of a partner
- Partial or total recall of capital contribution
- Acquisition of their own stock –legal procedure
b) Nominal reduction by:
- Over capitalization of the company
- Losses suffered by the company through the course of the business
Requirements for reduction of capital on S de A
- Publication on the electronic system
- 5 days for opposition by the creditors
- If there’s an opposition, the reduction should be suspended
- If it’s a reduction of variable capital: agreed on ordinary shareholder’s meeting
- If it’s a reduction of fixed capital, agreed on extraordinary shareholder’s meeting
Increase on the equity of the company when: (S de A)
- The partners contribute money to reinstate capital lost
- When the partners provide money considered for a future subscription of capital
Decrease on the equity of the company when: (S de A)
- There’s a decree to pay dividends
- There’s an agreement to amortize/recall the stock with distributable profits.
Increase of capital on S de RL
- Unanimous consent needed if the capital contribution is needed from the partners
- Unanimous consent needed if the capital contribution is going to come from a third party
- Capitalization of an account
Decrease of capital on S de RL
- If the company suffered losses
- If the partners agree to amortize their participation with funds that do not come from distributable profits
- Concession to the partners of release from payment on unpaid stock
- An agreement on a partners’ meeting is needed for the diminish of capital
What is a Merger?
A merger is the joining together of two separate companies
Merger by incorporation:
A company unites another one that already exists
Pure merger of by integration:
Union of several companies that extinguish into
creating a new company.
What is a Split of a company?
A corporate action in which a single company splits into two or more separately run companies.
Spun off company:
the company that gets divided
New company from a split:
New companies from a split that receive
share in block from the spun off company.
Total dissolution:
Seeks a cero balance account
Partial dissolution:
Due to amortization or death, It doesn’t extinguish the
company, it maintains it’s legal personality.
What is a liquidation
It is the final phase of the dissolution and seeks the conclusion of the pending social operations.
Process of the liquidation
- It must be transcribed in front of public notary or public broker.
- Recorded at the Public Registry of Commerce.
- Must be published: Official gazette from the address of the company.
Negotiable instruments
Negotiable instruments are commercial objects that circulate.
Characteristics of Negotiable instruments
- Incorporation
- Legitimacy
- Literality
- Autonomy
Types of negotiable instruments
- Promissory notes
- Bill of exchange
- Check
Endorsement
It is the accessory and inseparable clause of the title, by virtue of which, the trades’ creditor transmits the title with limited or unlimited effects.
Types of endorsements:
- In property
- In blank
- In procurement
- In guarantee
- Without responsibility
- Not negotiable.
