Legal Requirements for Commercial Company Formation

Commercial Company Structures and Constitution

SRL: Limited Liability Company Definition

A contract in which all partners manage the company themselves or through representatives selected by mutual agreement. The partners are liable only up to the amount of their contributions or the amount brought in during the company's constitution.

Constitution of the SRL (Cº SRL)

The constitution must always appear as a solemn and public instrument. Endorsements are required according to the relevant sections of the Commercial Code (e.g., 352 and 354). An additional formality is required: publishing an extract in the Official Gazette (D.Of.) within the same 60-day period.

• Omission of Requirements: If the legal requirements for the constitution of the LLC are omitted, the collective society exists as a common and constant entity.
• Business Name Requirement: The words "Limited" must be included in the business name.

SEC: Simple Limited Partnership

A society consisting of two classes of members:

• Managing Partners: Those who manage the society themselves or through delegates. They are indefinitely and severally liable for the social obligations, and their names must appear in the business name.
• Limited Partners: Those who only provide or promise contributions.

SECS: Formation of the Fund

The fund is formed from the union of capital supplied entirely by one or more limited partners, or by both the limited partners and the managing partners simultaneously.

SAC: Individual Limited Liability Company Structure

The SAC is a legal entity with its own separate equity, distinct from the owner's personal assets. It is always commercial and subject to the Commercial Code. It may undertake all kinds of civil and commercial operations, except those reserved by law for the SA (Stock Corporation).

Requirements for Company Constitution

Substantive Requirements (R. Background)

• Any natural person may constitute a SAC.
• The will must be free of irregularities.
• An adult must have authorization under the regular courts.
• Must have a lawful purpose.
• Must have a lawful cause.

Formal Requirements (R. de Form)

Article 3: The constitution shall be by public deed, which will be recorded and published in accordance with Articles 4 and 5.

Article 4: In the deed, the constituent must express at least the following details:

1. The name, nationality, marital status, age, and address of the constituent.
2. The name of the company, which must include at least the full name of the constituent and may also have a fancy name, coupled with the economic activities that constitute the object or purpose of the company. It must conclude with the words "Individual with Limited Liability Company" or the abbreviation "SAC".
3. The amount of capital transferred to the company, indicating whether it is contributed in money or in kind. In the latter case, the value assigned to the assets must be specified.
4. The economic activity that constitutes the object or purpose of the company, and the specific class or item that will be performed within it.
5. The domicile of the company.
6. The term of the company, without prejudice to its renewal. If nothing is specified, it is understood that the term is indefinite.

Article 5: An extract of the public deed, approved by the notary before whom it was executed, must be entered in the commercial register of the company's address and published once in the Official Gazette within sixty days of the date of the deed. The extract should contain a summary of the terms mentioned in the preceding article.