Does an LLP need a partnership agreement?

Limited Liability Company Mexico

In Mexico, individuals enjoy the right of association, which is recognized by Article 9 of the Political Constitution of the United Mexican States, which provides in its relative part: “The right to associate or peacefully assemble for any lawful purpose may not be restricted”.

The right of association refers to the right of individuals to associate to form an association or society as long as they do so with a lawful purpose, that is to say, that such purpose is not contrary to law or good customs, and they may do so by forming associations or civil or mercantile societies, which in turn, the associations or societies thus formed give rise to the creation of legal entities.

Commercial companies are regulated by the General Law of Commercial Companies and the provisions contained in the Code of Commerce and other provisions of the Commercial Legislation are also applicable, and the Federal Civil Code will be applied supplementarily, that is to say, the Federal Civil Code will be applied in those matters not provided for in the General Law of Commercial Companies and in the other commercial laws.

Limited Liability Company

A Limited Liability Company (SRL) or Limited Liability Company (S. L.) is a type of mercantile company in which the liability is limited to the capital contributed, and therefore, in the event that debts are incurred, it does not respond with the personal patrimony of the partners, but with the capital contributed in the Limited Liability Company (LTDA). It is presented as a capitalist type of company in which the capital, which will be divided into shares, will be made up of the contributions of all the partners, who will not be personally liable for the company’s debts.[1] The general meeting or board of directors is the body of the company’s board of directors.

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The general meeting or board of directors is the deliberating and decision-making body. The matters that can be dealt with by the Meeting are management censures, approval of the annual accounts, the appointment and dismissal of the administrators and the modification of the bylaws.

The General Meeting of Shareholders is called by the directors, who must call it within the first six months of each year. The purpose is to censure the corporate management, to approve, if appropriate, the accounts of the previous year and to decide on the application of the result. This call is so important that if it is not made, it could be made by the Judge of First Instance of the corporate domicile at the request of any shareholder.

Capital stock of the limited liability company

The Limited Liability Company is a legal entity or company formed by a minimum of two and a maximum of fifty partners, who limit their liability to the amount contributed as capital. The partners can be natural or legal persons.

Mainly because the partners are liable up to the amount of their contributions, it does not require a minimum amount for its incorporation and its administration is simpler, since as a general rule the partners themselves are in charge of it. It is a type of corporation characterized by the fact that its members are persons who trust each other.

Limited Liability Companies may receive as contributions from their partners all kinds of things, whether movable or immovable, money, rights, shares of other companies, including industry and labor.

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b. If it was decided to continue the partnership with the heirs of the deceased partner, the resolution granting the Effective Possession of the Civil Registry and Identification Service or the Court of Justice must be noted. Subsequently, the heirs will have to designate by means of a general mandate, one of them to administer the deceased’s patrimony.

General Corporate Law

In this article we show you what corporations are, what is the importance of choosing a corporation according to what you need and what are the types of corporations that exist. We invite you to read and clear your doubts with Finanzas Maestras by EconoMÍA.

The first thing you should know is that corporations constitute a legal entity, which has rights and responsibilities. Likewise, it can be represented judicially and extrajudicially.

In Colombia, you may incorporate different types of companies, such as Sociedad Limitada, Sociedad Unipersonal, Sociedad Anónima, Sociedad Colectiva, Sociedad por Acciones Simplificada S.A.S., Sociedad Comandita Simple, Sociedad Comandita por Acciones and Empresa Asociativa de Trabajo.

The choice you make of the type of company or legal form will be decisive. That is why you must first consider your capital and the number of partners you will have, since this decision will condition the activity, rights, obligations and responsibilities of the company.