PRIMER PARCIAL Flashcards
Types of law
Private, Public, society law
What is private law
Branch of law, that regulates: acts of commerce, organization of companies, activities of the businessman, and trade
Sources of commercial law
Historic: events
Real: documents
Formal: process
What is a Legislation?
Main source of law
International Treaties
Uses as suppletory information in commercial law, most of them regulate commercial law.
Jurisprudence
Is a source of law that it is formed after 5 ruling forms, CUSTOM & REPETITION
Formation of Jurisprudence
Tax-relatedº: only 3 rulings
Contradictory thesis: When a judge says is not valid
Unsconstionality of law: is against the constitution.
Types of Custom
Contra legem: against the law
Secundum legem: according to the law
Praeter legem: going beyond the law, does not affect anyone
Formal sources of law
Legislation
International treaties
Jurisprudence
Custom
Writings of scholars
General principles of law
What is ejecutoria
Last sentence from the judicial branch
We can substitute the law according to jurisprudence when
To fill a gap
When it is expressed
Lack of regulation
The supplementary norms do not contradict the primary norm.
General principles of law
Dictated by reason
Universal
Freewill of the parties
Stipulates that the contract, in terms of ordering the legal consequences and determining the type and nature of the agreement between the parties, should not conflict with certain rules.
Conventionality control
Verification of the judges of compliance with international law
Speculation
The buying or selling of something with the idea of getting more from price fluctuations.
Companies related that do commercial activities
Supply goods
Construction
Manufacture
Transportation
ETC
Operations regarding commercial activities
Commercial meditation
Banking Operations
Actions
Contracts regarding commercial operations
Insurance
Commercial deposits
Checks
Monery orders
WILL NOT BE AND ACT OF COMMERCE
Acquisition of merchandise for personal use
Resales performed by workers as a consequence of their job.
Classification of commercial acts
Absolutely commercial
Civil
Who is a tradesman
A person who makes commerce his habitual occupation
as long as the person has the capacity of doing acts of commerce.
Capacity - companies
Power of attorney, administrator.
Capacity - Individuals
Full capacity: adults with mental capacity
Limited capacity: minors, emancipated, not mentally capable, deceased: executor.
No capacity: Public brokers, bankrupted, criminals, foreigners without proper documentation.
Who is a merchant
Commercial company
Foreign companies requisitis to operate in Mx
Incorporated according to the legislation of their country
A mexican adress
Registered
Only activities permitted or restricted by percentages.
Lease
Contract to rent a property owned by other.
Stock
A security that represents ownership
Pawnshop
Place to receive a loan for your items
Subasta
Public sale in wich good are sold to the highest offer.
Bond
Issued by governments and corporations to raise money.
Embezzelment of public treasury
Appropriate unlawfully of the money of others to use them for another reason.
Bribery
Offering more money or receiving with the aim of influencian a public official
Overcharging beyond the law
Additional charges that can not be proven
Tradesman obligations
A- ACCOUNTING. Adequate accounting
B- BOOKS. Keep the books
C- CORRESPONDENCE
C- COMMERCIAL PUBLIC REGISTRY
C- CHAMBER OF COMMERCE
What is a commercial auxiliaries
Entities or individuals that facilitate the business of someone else and that can’t act on their own.
Types of commercial auxiliaries
Dependent: Employee, shop assistant
Independent: Supplier, consultant, broker
Who is the manager
A person empowered to represent the principal, an bring it to a legal relationship with a 3rd party.
No personal rights or liabilities in relation to the contract.
They mus have the faculties by written mandate from the owners.
Acts of a manager
They need power of attorney
The contracts entered and signed by the manager are between the principal and the 3rd party.
Fines incurred by the manager during his management, will apply to the company and its assets.
When the manager will be personally liable when
Indirect representation
Do no have power of attorney
Ultra vires act
Acts that goes beyond the law
Power of attorney
Will be valid until revoked
Shop assitant
Often work on the floor
Termination of contract
If there is no of time on the contract, the legal relation will end when one of the parties chooses to notify within 1 month-
What is a companuy
All the factors that contribute to the production or service, physical or virtual. Comprises material elements and intagibles.
What is an establishment
Physical, where the business is located.
Civil Federal Code
A unitary systematized and ordered set of legal normas on Private Law.
General Law of Operations and Negotiable Instruments
A law that regulates negotiable instruments, their issuance, endorsement, guarantee or acceptance.
Non profit organization
A group organized for a social purpose without generating income.
Charasteristics of a non for profit organization
The contributor does not expect a return
Operating purposes
Absence of ownership
Types of non-profit corps
AC
PAI
Trust
Religious, labor, and chambers of commerce.
AC
various individuals agree to join together, for a common purpose that is not prohibited by law and that is not predominantly economic
AC regulation
Civil code
AC formation
Min 2 people
AC administration
General board of directors or Assembly
Foundation
To segregate goods or property from the private sphere to be administered for a certain purpose that seeks welfare for a community
FOUNDATION regulation
Civil code
FOUNDATION formation
2
FOUNDATION administration
Patronato
CIVIL SOCIETY regulation
civil code
CIVIL SOCIETY formation
2
CIVIL SOCIETY adminiestration
administrator
COMMERCIAL COMPANY regulation
Commercial Law
Person based company
Shareholders are liable with their own personal assets
The individual participating is important because of the CV
The entrance need to be approved
Capital Based company
The risk is up to the money the shareholdes contributed
Money is the main goal.
Stock can be sold and once inseide the company the shareholder cannot be voted out.
COMISIONISTA LABORAL
-es empleado
-está sujeto a condiciones laborales
-el trbajo es personal
-trabaja en la empresa
-sueldo
-renuncia
-lo que se le da como prestación es parte de la empresa
COMISIONISTA MERCANTIL
-individual
-no hay condiciones laborales
-puede ser realizado por 3eros
-no usa las instalaciones
-se estipula el pago
-puede exigir el pago de daños y perjuicios
Essential elements of commercial companies
- legal personality
- personality attributes
- assets
Sole Trader
A sole trader is the simplest business structure and easy to set up. You are the single entity.
Equity of partners
The right of each partner to have the firms property and also debts
Legal Capital is
Legal capital = total outstanding shares + par value
Capital Contribution
Is the cash, assets or services contributed by partners to a partnership.
PAR VALUE
whatever amount of money paid is the value of my stock
What is legal capital
Is the one that shareholders put in the company, the money they pay for the participation, its administrated by the administrators, they also do meetings in case for need more money. what gives stability is the public registry
Capital Contribution
Aportación capital, siempre que necesitemos más dinero es una contribución
Prime over the stock
Is the extra that you charge for a stock
Legal Capacity
-faculty to do acts (rights and obligations)
-incorporated
-
Bylaws of the company - object
Finality
Object clause.
To provide for unforeseen tasks
Company term
-99 years historic
-indefinite
Company domicile
-Place where the company will fulfill its rights and obligations
-where is administrated
-city, RPPC
-pay obligations
-publications
-courts jurisdiction
Company- Name
Identify a company
Company Name or razón social
Name: “ juguetes vikingos”
Razón social: Incluye los nombres o apellidos de uno o más socios ex: “Aceves & Gómez”
Company- Nationality
Where is registered
according to mexican law
Foreigners exclusion clause
49% participation
Reglamento de la ley de inversión extranjera
- renunciation of foreigners to request or seek aid from their governments
- calvo clause
What is the calvo clause
HISTORY BACKGROUND - guerra de los pasteles
The Calvo Doctrine thus proposed to prohibit diplomatic protection or (armed) intervention before local resources were exhausted.
An investor, under this doctrine, has no recourse but to use the local courts, rather than those of their home country.
What is a share
partly owner of the company
%
Is a credit title, it gives rights to the company
money
Requisites to issue more stock
-must be accepted at a general stockholders meeting
-1 year to issue the stock
-the monet of the stockholders goeas as capital contribution
Types of stock
-nominative (personal)
-bearer (al portador)
-negotiable (sujeto a las restricciones de la compañia)
-not negotiable
-numerary stock: money
-non-cash assets stocks: not valued the same tomorrow
-preferred stocks: gives more of something or as a reward
-treasury stock: authorized but not issued
-cupón: attached to the stock, used to exchange dividends, no circulation because of tax authority.
-co-owned share: can be co-owned by a common representative, must be named.
STOCK- Subject to registration
-generals of the stockholders
-number
-class
-series
-other peculiarities
STOCK- value
- expressing its value:
nominal (par-value): the value of something today and on
-real value: value after accounting factors (inflation) the % is worth the % of equity of the company
QUE PEDO WTF PQ ES TANTOOO
ayuda
Stock- paid or not paid
liberated: already paid
unpaid: still not have paid, but have a deadline
STOCK- requisites on the title of the stock
-name of the owner
-name of the company
-address
-date of registry ad de CPR
-amount
-total number of stock
-series number
-rights
