Legal Structures: Civil Society vs Commercial Corporations

Civil Society vs. Commercial Corporations

This section outlines the major differences between civil society organizations and commercial corporations, focusing on their legal structure and liability.

Defining Civil Society Organizations

Definition

Designates the diversity of people with the rank of citizens, who generally act collectively to make decisions in the public domain outside the government structure.

Formation or Constitution

Consensual (often without limited liability).

Liquidation Process

Settled by arbitrators.

Statute of Limitations (Prescription)

Applies the statute of limitations of the Civil Code.

Liability of Partners

It is unlimited (with all assets) and in proportion to their contributions.

Defining Commercial Corporations

Definition

A company that aims to achieve one or more acts of commerce or, in general, an activity subject to commercial law.

Formation or Constitution

Requires a solemn form for liquidators (representatives of the partners, who play a role similar to that of the managers).

Statute of Limitations (Prescription)

The actions of creditors for the short term are subject to limitation.

Liability of Partners to Third Parties

It is unlimited but solidary (each social partner responds fully to the creditor).

Comparing Limited Partnerships

Simple Limited Partnership Structure

Concept and Formation

Established by writing and publishing in the Register of Commerce. It is formed by the union of managing partners and limited partners.

Corporate Name

The name of the partners if there is one manager, or the name of one or more of the managers if there are many.

Liability

• Managing Partners: Indefinite or severally liable for all obligations and losses of the company.
• Limited Partners: Only respond to the extent of their contributions made and delivered.

Administration

Managed by the Managing Partner, the managing partners, or their delegates.

Limited Partnership by Shares

Concept and Capital

A capital divided into shares, supplied by partners whose names are not necessarily included in the charter.

Corporate Name

Includes the names of the general partners (if not all are listed, plus the words "Company" or its abbreviations).

Liability (General Partners)

Subsidiary, unlimited, and solidary with the general partners.

Administration

Managed by partners plus a management oversight board composed of shareholders or limited partners.