Part 4 Chapter 2 Flashcards
Legal framework of a
General Incorporated Partnership
In addition to general provisions in Title 1 articles 1-174, specific provisions are applicable in Title 2, articles 175-196
Law in regard to the company name or business name
Article 175
General partnerships shall include the name of one or more of the partners or the expression “E companhia” and company.
If the name of someone who is not a partner is part of the company name, that person shall be subject to the liabilities that fall upon the partners, pursuant to article 175
Legal framework of non-equity partners in General Incorporated Partnerships
This type of commercial company allows non-equity partners socios de industris
Legal framework in regard to capital
No minimum capital established. Initial capital contributions in services are not allowed (articles 176 (1, a) and 178) Partner’s contributions in services is not included in capital.
Law in regard to the liability of partners in General Incorporated Partnerships
- Individually responsible for the initial capital contribution
- Jointly liable for the company’s liabilities
Partners shall not be liable for the obligations assumed by the company on a date subsequent to the date they exited the partnership, but shall be responsible for the obligations assumed on a date that is prior to the date the partner joined (article 175)
Law in regard to the prohibition of competition and holding equity interests in other companies
Article 180 (1)
No partner, can on its own behalf or through third partiers, carry on any activity that competes withe the company, nor be an unlimited liability partner in any other company unless expressly authorized by the other partners.
Law in regard to right to information
Article 181(1)
Upon request, the managers must provide partners with information, relating to the management of the company, that is full, accurate and complete and make any deeds, books and documents available at the company’s headquarters. Information shall be provided in writing, if so requested
Law in regard to transfers of capital
- Express consent of partners
- Unanimity
- Written document
Law in regard to partner’s resolutions
Article 189
Unless otherwise provided for by the law or the articles of association, the partners resolutions and the calls for a partners general meeting are subject to the provisions applicable to private limited companies.
Unless otherwise provided for by the law or the articles of association, resolutions are adopted by simple majority of the votes, however, amendments to the articles of association, mergers, divisions, transformation and dissolution of the company shall require the unanimous vote of all partners
The minutes of the general meetings must be signed by all partners or their representatives that attended the meeting.
Law in regard to voting rights
Article 190
1. Unless otherwise provided for in the articles of association, each partner shall have one vote and no vote may be suppressed.
2. Non-capital partners shall always, at least, have a number of votes equal to the smallest number conferred upon capital partners.
Law in regard to management and supervision
Articles 189 to 193
Unless otherwise specified by law, management is carried out by all partners that have incorporated the company. However, someone that is not a partner can be appointed as such through an unanimous resolution of the partners. Supervision is not mandatory.
