2do parcial Flashcards
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.
Legal representation
Consists on someone acting on behalf of another, in such manner that what the representative’s actions are considered equal to the owners’ actions.
2 types of legal representation
- Organic
- Contractual
Organic representation:
- Falls under: the administration organism
- Faculties provided: all inherent or necessary to fulfill the legal object of the company
Contractual representation:
- Falls under: mandate/ agent contract
- Faculties: it will only have the faculties that were expressly given.
Minimum legal capital
- Cannot be less than the capital stablished on the bylaws
- It will be agreed freely by the stock holders, because the law does not state a minimum amount
- Usually stated as fixed legal capital
Maximum legal capital
- The top amount of capital contributions that the company can agree to receive from the stock holders
- Usually stated as unlimited
Variable capital
- It’s not a type of company, but a modality of commercial companies
- It’s an option of the stock holders to be: SA de CV, S de RL de CV
Stock Holders meetings
- Written down at the end of the shareholders meeting. It should be passed to the book.
- If a share holders meeting can’t be passed to the book, it should be formalized on a public deed
- Extraordinary shareholders meetings must be formalized on a public deed and be registered at the commercial registry.
Administrators
Specialists on commerce, with the capacity to act on behalf of the company to manage the business.
Organisms of commercial companies
- Stock Holders meetings
- Administrators
- Comissioner/comissionary
