A Comparison of Business Structures
Classified in Law & Jurisprudence
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Business Structures: A Comparison
1. Sociedad de Responsabilidad Limitada (SRL)
Liability
Partners' liability is limited to their capital contributions.
Capital
Divided into equal shares, minimum $10 or multiples. Full subscription required upon incorporation. Cash or in-kind contributions allowed.
Governance
Meeting of members. Mandatory assembly structure if 20+ members.
Administration
One or more managers (partners or third parties).
Control
Regulatory agency mandatory for 20+ members (lawyer or accountant optional otherwise).
Members
Maximum 50.
Contract
Public or private.
2. Sociedad Anónima (SA)
Liability
Partners' liability is limited to their share subscriptions.
Capital
Full subscription required upon establishment. Cash contributions: minimum 25% upfront, balance within 2 years. In-kind contributions: fully integrated upon constitution and valued. Industry or use contributions not allowed.
Governance
Ordinary and extraordinary member meetings.
Directors
Board of one or more members (shareholders or not), elected by the assembly.
Control
Optional, 3-15 shareholders elected by the assembly, removable, maximum 3-year term.
Contract
Public.
Members
Unlimited.
3. Sociedad Colectiva (S.C.)
Liability
- Unlimited: Partners are liable to creditors with personal assets.
- Solidarity: Partners are responsible for all social obligations.
- Subsidiary: Personal liability arises when the company is sued for debt payment.
Capital
Shares of interest.
Governance
Meeting of members. Decisions by absolute majority of capital. Contract modification requires unanimity.
Administration
Single or plural, partner or third party.
Control
Administrator controlled by partners, removable by majority vote.
4. Sociedad en Comandita Simple (S.C.S.)
Liability
- Comanditados (General Partners): Unlimited, joint, and several.
- Comanditarios (Limited Partners): Limited to the contributed amount.
Capital
Shares of interest.
Administration
Only general partners or third parties.
5. Sociedad de Capital e Industria (S.C.I.)
Liability
- Capitalist Partner: Unlimited.
- Industrial Partner: Limited to capital gains.
Capital
Shares of interest for each partner. Industrial partner's capital equivalent to the lowest capitalist partner's contribution.
Administration
Cannot be in charge of industrial partners. Single or plural, partner or third party.
Governance
Meeting of members. Decisions by absolute majority of capital. Contract modification requires unanimity.
Profit Sharing
If not determined in the contract, the court will decide the industrial partner's share.
6. Sociedad Accidental o en Participación
Characteristics
Formed for one or more specific and temporary operations. Operated under the managing partner's name.
Liability
Manager has unlimited liability. Partners are jointly and severally liable if their names are disclosed with their consent.
Capital
Shares of interest. Transmission losses cannot exceed the contribution value.
Structure
No social organs, company name, or address. No formal constitution requirements or commercial registry.
Legal Status
Not a legal person.
7. Cooperatives
Regulations
Governed by Law 20,337, not the Trade Act.
Liability
Limited to member contributions.
Capital
Variable, depending on joining and retiring partners.