Understanding Company Bylaws: Key Elements and Formation

**Bylaws: The Operating Rules of a Company**

**Company Name**

When choosing a company name, you must consider the following:

• **Subjective Denomination:** If the name includes a person's name, you must obtain their permission.
• **Objective Denomination:** This refers to a specific activity. The activity must be officially included in the articles of association.
• **Trade Name:** This does not refer to a subject or an object.
• *The name cannot be the same as any previously registered name.*

**Purpose**

The purpose is the activity or activities that the company will perform. It must be legal, possible, and certain.

**Registered Office**

The registered office is the official address of the company's headquarters. It can also be the location of the primary place of business. This applies to Limited Liability Companies (SL) as well.

**Social Capital**

The bylaws should indicate:

• The shares into which the capital is divided.
• Their nominal value.
• Their corresponding numbers.

In the case of capital calls (part of the subscribed but unpaid capital), the bylaws must include the amount, form, and timeframe within which they must be met. It should also outline the methods of representing such shares.

**Company Management Structure**

Indicate the structure of the body entrusted with the management of the company:

• Sole Administrator
• Two or more Joint Administrators
• Joint and Several Administrators
• Board of Directors: CEO or Executive Committee

In a limited partnership, the bylaws can specify multiple methods of administration, allowing the partners to decide how to apply them at any given time.

**Deliberation and Resolution Adoption**

Define the methods for deliberation and adoption of resolutions by the company's collective bodies. Collective bodies are those involved in agreements, such as the General Meeting and the Board of Directors.

**Additional Mandatory Information**

• **Date of Commencement of Operations:** If not specified, it will coincide with the date of incorporation.
• **Company Duration:** If not specified, it is understood to be indefinite.
• **Fiscal Year-End Date:** If not specified, it will be December 31st of each year.

**Subscription and Payment**

The capital must be fully subscribed from the time of foundation. Payment is a partner's contribution to the company (part of the subscription). At least 25% of the capital must be paid up.

**Types of Foundation**

• **Simultaneous Foundation:** The founding partners represent the company before a notary to execute the deed simultaneously.
• **Successive Foundation:** The company is founded through different acts over time.