Home – Administrative procedure for the incorporation of companies – Process of incorporation and adoption of legal personality – Partnership limited by shares Companies or commercial companies are legal persons. Legal persons are legal fictions composed of different persons who, in order to act against third parties, must designate a person or body to represent them. The certificate of incorporation must be issued by all the founding partners, natural or legal persons, themselves or by a representative who must take over all the shares or subscribe for all the shares. Content: By way of illustration, it should therefore be noted that, without prejudice to the provisions relating to the status of the company in individual cases, the person responsible for administration and legal representation in limited partnerships is in principle the managing partner, unless he delegates them to one or more persons. Article 326 of the French Commercial Code provides that the management of the company is the responsibility of the general partners, who may exercise it directly or through their agents, subject to the provisions applicable to the company. Managing Directors may be appointed from within the ranks of limited partners or from outside the company. Such appointment may be granted only to natural persons engaged in a self-employed activity. Likewise, they must give a guarantee in order to be able to execute the position. This type of company operates through the same bodies as the company in Mexico, the shareholders` meeting, the board of directors or the sole director, and the board of directors or the auditor. Your browser does not support JavaScript.
You can consult the documentation on this page at the following link: Process for the incorporation of a limited partnership by shares Once the securities have been printed and delivered, the issuance of the securities (or the certificate confirming their deposit with an authorized body) is necessary for the exercise of the shareholder`s rights. In the case of registered shares, the issue is only necessary to obtain the corresponding entry in the register of registered shares. If the capital and issues are legally constituted, the founders must convene a constitutive general meeting within 15 days, during which the formation of the partnership limited by shares is approved, taking the minutes and recording the corresponding minutes. The Federal Civil Code provides that legal persons are liable for damages caused ± by their legal representatives in the performance of their duties. The advisory body of limited partnerships is the shareholders` meeting and the supreme body of the partnership. The general meeting is held regularly and is classified according to the following frequency: the legal representatives of commercial companies are the members of the administrative body of the company, who are in principle authorized and can perform all the actions necessary for the achievement of the corporate purpose. with the exception of the restrictions provided for by law and by the statutes or statutes. The appointment of the legal representatives of the company is done by general or specific powers (for specific acts) or by the mandate contract, which must be granted or celebrated in accordance with the formalities provided for by©©law. Registration in the register of registered shares shall be made in accordance with the provisions on transfer set out in the previous section. Registered shares may also be transferred by endorsement. The transfer must be accredited with the company by presenting the title. As soon as the regularity of the banknote chain has been verified, the directors shall enter the transfer in the register of registered shares.
The management of the corporation must necessarily be directed by the general partners who have the powers, rights and duties of the directors of the corporation. The new director assumes the status of general partner from the moment he accepts the appointment. An important aspect in this type of company concerns the resolution of the general meeting on management; At this meeting, the managing partners have one vote, while the limited partners must be calculated according to the number of their shares or shares. There are two categories of shareholders in the partnership limited by shares: In any event, the authorisation shall be deemed to have been granted after the expiry of the period of two months from the submission of the application for authorisation. “. It should be noted that decisions relating to management can only be taken by the directors in the manner provided for in the articles of association (Article 336), that the transfer of management must emanate directly from the shareholder directed by the power of attorney and, finally, that any change in the functions of the directors According to article 340 ibid. This is a legislative reform, which, unless expressly provided otherwise, must be approved unanimously by the general partners and an absolute majority of the limited partners. Depending on the nature of the commercial company concerned, the administrative body may be composed solely of partners or managers or third parties outside ± company, and these may in turn appoint one or more others to represent or represent the company in order to perform certain acts on its behalf. Article 326 of the Commercial Code stipulates that the management of this type of company is always directed by the general partners or managers.
It is important to note that this section expressly authorizes the exercise of representation directly or through delegates. However, it should not be forgotten that this can also be done collectively or separately; Nevertheless, legal representation can only be the responsibility of one of the managers. In practice, it is also©customary for general or special powers of attorney to be granted to partners or persons outside ± company in the articles of association of a commercial company. If the former directors of a company have been held liable for irregularities, the current directors are jointly and severally liable if they had knowledge of the irregularities and did not report them in writing to the auditors or the supervisory body of the company.
