PRACTICAL WORK NO.

1 Commercial Companies (Theory)

Read the following note and answer the following questionnaire:

1. What is the concept of a Commercial Company according to law 19,550?

Law 19,550 establishes that there is a commercial company when two or more people act together.
organized, according to what is stated in this law, make contributions to be allocated to production or
exchange of goods or services, sharing the benefits and the losses

2. Name the main characteristics of each of the types of companies provided by law.

a) Collective society (SC) has patrimonial autonomy and is liable for its debts with its
own assets, although the partners are also liable for subsidiary social debts,
unlimited and jointly (unlimited liability of all general partners).

b) Simple limited partnership (SCS) is a partnership of a personal nature, in which

the collective partners who contribute work and, who may or may not contribute capital and the
limited partners who only contribute capital, and who are dedicated to the utilization of the object
social in collective name.

c) Capital and Industry Company (SCL) is formed by one or several partners who...
they contribute capital (capital partners), with the same rights and obligations as the members of
a collective partnership, and one or more partners who join with their industry only (partners
industrial.

d) Joint-stock company (SA) is a commercial company whose capital is divided into shares.
integrated by the contributions of the partners, who will not be personally liable for the
social debts incurred but will do so with the capital contributed. Other benefits include ease
of financing, greater stability. The form of administration is exercised by elected members.
by the shareholders.

e) Limited liability company (LLC) is a type of commercial company, where

liability is limited to the contributed capital, that is, debts are not answered with the
partner's equity. In Argentina, the law does not establish a minimum capital requirement for SRLs.

f) Limited partnership by shares (SCA), of a commercial nature whose share capital is

divided into shares, which will be formed by the contributions of the partners, one of whom, to
less, will be responsible for the administration of the company and will personally respond for the
social debts as general partners, while limited partners do not

3. What are de facto partnerships?

The partnerships (SH) are informal in which there is no agreement or contract.

I express that regulates the rights of the. It is therefore a de facto union between
two or more people to jointly exploit a commercial activity.

4. What are partners, and what rights and obligations do they have?

Partners are the people who receive each of the parts in a partnership contract.
These people are owners of the shares of the association or entity.
The property rights: First and foremost, they are the right to receive the benefits,
the right to the liquidation quota that corresponds to the partner who belonged to the company (to the
moment of liquidation), depending on the capital represented by that partner.

Political rights: They are the right to voice and vote, to be part of the social organization,
recess, the right of preference and accrual and the right of challenge.

The property obligations of the partners: to bear the losses and to contribute the capital for
the society. The corporate political obligations are to report contrary interests of the partners,
act with loyalty to society and in some types of societies not compete with it

5. ¿Qué tipos de responsabilidad tienen los socios? Explique cada uno.

There are three types of responsibilities that a partner has: Responsibility to third parties,
responsibility among partners and the responsibility of a partner if they are an administrator.

The responsibility as a partner towards third parties is what they have: if the business is not going well, the partner
he will only lose what he has contributed to society, and not personal capital. In some cases, the
the personal assets of the partner would be at risk: in the case that the partner personally guarantees.
a credit requested by the company; if the partners commit fraud and use the company for it;
in the case of a limited company, the partner is not responsible for the capital contributions
dineraria.

Responsibility among partners: The partners are accountable to each other, especially if there has been any
type of unfair competition or the company has been harmed in some way. To make this
To make an accusation, one must have the information and evidence that demonstrate that it has occurred.
unfair competition by a partner who is diverting funds

Responsibility as a managing partner: According to the law, the managers, whether partners or not,
respond to society, partners, and creditors regarding whether the actions taken have been in
against the legality, the established statutes in the company or without the qualifications that are required
to be in charge.

6. What are the types of contributions that partners can make?

The contributions of the partners can be monetary, non-monetary, and work.

Industrial Partners: contribution of labor

Capital Partners: monetary and labor contributions.

Collective Partners: Contribute work.

7. What is the social contract, what should it contain, and where should it be registered?

It can be said that the Social Contract

It is the written record of the act of incorporation of the company, the documentation
respiratoria del asiento de apertura donde se manifiesta la voluntad de los socios.

The social contract outlines how the partners contributed their shares.
committed, the condition of the contribution, and the assessed contribution inventory by
professional in economic sciences.
 A contract must have:

1. Partner details: Name and surname of the partners, Nationality, Marital status (as
usually includes the name and details of the spouse), Type and number of identity document,
Address and Profession.

2. Company Data:

Name or corporate name followed by the addition indicating the type of company.

Corporate address: it is the headquarters of the administration.

Corporate purpose: the activities to be carried out must be specified, listing them.
main activity and all secondary ones.

Social Capital: must be expressed in Argentine currency. The amount and the
mention of each partner's contribution, with expression of the form of integration, conditions,
integration deadlines...

3. Organizational and Operational Standards of the Society:

Government: direction of society.

Administration: Indication of the individuals who will exercise representation before

third parties, stating the duration, possibility of re-election.

Oversight or control body: the composition of the same is indicated. In the case of
joint-stock companies are the syndicate.

Duration of the Company: It must be determined and indicated precisely.

Closing date of the financial year and method of distribution of results.

Special clauses for the transfer of social shares, operation, dissolution and
liquidation of the company.

The constitutive contract must be registered with the Directorate of Legal Entities if the address
of the company is in the Province of Buenos Aires or in the General Inspectorate of Justice if its
the address is in the Federal Capital. They must also register any subsequent modifications to
effect of being valid between third parties.

8. What is the difference between subscription and capital integration?

Subscription is the obligation that a person incurs to make a provision effective in favor of the
society, while integration is the execution of the obligation assumed in the subscription.
The capital of a company must be fully subscribed at the time of incorporation.

9. How is a company constituted?

Commercial companies are established in writing by means of a public or private instrument (art.
4 of the LSC). Public Limited Companies must be established by public instrument and by act
unique or by public subscription. The instrument of incorporation is a contract.
10. What are the reasons for which a partnership can be dissolved?

Companies must be dissolved for the following reasons (legal causes or

statutory): Due to the cessation of the exercise of the activity or activities that constitute the object
social. In particular, it will be understood that the termination has occurred after a period of inactivity
more than a year

11. Explain what the liquidation of a company consists of.

The liquidation of the trading company is the set of corporate operations aimed at establishing
the social news or property of the society in order to proceed to its subsequent division and
distribution among the partners that compose it.

The first step is to hold a meeting of partners or a general assembly of shareholders.

according to the type of company, those who must approve the dissolution. It must be left
certificate through an act, which must contain these points: declaration of the cause of
dissolution, the number of votes that approve the decision and the appointment of the liquidator.

The second step is to register the dissolution deed at the Chamber of Commerce. While the
The dissolution deed must remain in the company's file, a copy must be submitted to the
Chamber of Commerce.

The third step is to report the company's tax debts to the collections office. The liquidator
must do so within 10 days following the registration of the dissolution in the Chamber of
Commerce.

The fourth step is to issue notices informing that the company is in the process of liquidation.

Fifth, the liquidator must also prepare an inventory of the social assets and the balance sheet.
end of the partnership, inventory, balance sheet, statement of profits and losses, liabilities of the
entity

In the sixth step, the liquidator will have to prepare the liquidation project, which must include: payment of
liabilities, indication and allocation of the surplus, payment of tax obligations and carry out the
final income declaration. The liquidator must distribute remaining balances among the partners or shareholders

12. Who manages the Corporation?

The administration of a Corporation corresponds to its sole Administrator or Board of Directors.

Administration, in the event that there are 2 or more administrators, this position can
perform it themselves or any person outside the company, who will be able to
carry out all activities related to the object

13. What is referred to as Statute?

The statute refers to that set of laws that are drafted and made public in a society to be
respected and taken into account by all partners. It is basically organized to legislate
about specific issues or for certaininstitutionsnot being valid outside of them.

14. What are shareholders and what rights and obligations do they have?
 Right to the liquidation quota.

Right to dividend: part of the profit that the company distributes among its shareholders.

Right of attendance and vote at the Shareholders' Meetings:

Right to call a meeting: If the shareholder represents 5% of the share capital of

the society,

Right to challenge corporate agreements: The shareholder may contest the agreements
from the Board that are contrary to the statutes,

Right to information: Shareholders have the right to be informed about the

situation and the future of the company...

Property rights: No partner will lose their status as a shareholder due to

share exchange, merger, transformation or division of a company unless
Consent to that fact.

Proportional representation rights in the Council: shareholders can choose the

number of administrators that correspond.

Right of separation: if the company changes its corporate purpose, or transforms into a different type of company.
collectively, the shareholder has the right to receive the amount of their shares.

Preemptive subscription right: Shareholders have preference in the event that the
the company decides to increase capital by issuing new shares,

Right of transfer of shares: Shareholders may transfer their actions

without any type of limitation in the case that the company is listed;

Payment obligation: The shareholder has the obligation to fully pay the amount of their
contribution within the agreed term.

Obligation to comply with the resolutions: The Shareholder shall carry out the exact
compliance with the resolutions of the assemblies.

Liability for losses and debts: The shareholder will be responsible for
the losses and debts of the company, but only with the capital contributed.

Obligation of positions: The shareholder will personally perform the positions assigned to them.
conferred.

Obligation of accountability: The shareholder will account for their administration in

the terms stipulated by the statutes and the law.

15. What is the Shareholders' Assembly? Develop the 3 types of Assemblies.

In order for the decisions made in a society to be valid, a call should be made to a
meeting called general assembly of shareholders where changes are subject to vote and approved by
the partners. Subsequently, they must be written in the assembly minutes, which must be signed by both
partners as witnesses of the assembly.

Las Actas de Asambleas Extraordinarias deberán formalizarse ante Notario o Corredor Público e
register in the Public Registry of Commerce. For it to be legally considered convened, they must
to assist the shareholders who represent three quarters of the share capital with voting rights.

The topics to be addressed: extension of the duration of the partnership (if a duration date was established),
early dissolution of the company, increase or decrease of share capital, modification of
corporate purpose (activities of the company).

The Ordinary Assembly is one that meets regularly and periodically at the times set in
The statute to always address Memory and Balance. It must be held once a year, normally.
within four (4) months after the closing of the Economic Exercise, depending on what
established in each Statute.

16. What do we call the Surveillance Council and what are its functions?

The Surveillance Council is directly responsible to the shareholders for the results of the
Society. The term of the members of the Supervisory Board is three years and the
the remuneration of its members is defined by the General Assembly of Shareholders.

17. Who can be a Syndic and what are their functions?

According to the provisions of the Law, this function is performed by one or more accountants.
public or lawyers (or a civil society composed exclusively of these professionals),
appointed by the shareholders' assembly of the company. The work of the syndic usually consists of
to oversee the operation of an entity in order to protect the interests of its
represented.

18. What are the mandatory books required for Public Limited Companies?

Shareholders' Register Book

Minutes Book of Assemblies

Book of Share Deposits and Attendance at Assemblies

Minutes Book of the Board

Journal Book

* Libro Inventarios y Balances

Purchase VAT Subdiary Book (according to activity) (optional)

Sales VAT Subdiary Book (according to activity) (optional)

19. How are profits distributed in joint-stock companies?

The profits are distributed by decision of the highest social body, as long as
are fully justified by accurate and real year-end balances, once
made the corresponding deductions for legal, statutory, and occasional reserves, if any
place to them, and payment must be made in cash within the year following the date on which
were decreed

20. Explique los siguientes términos: Reserva Legal, Reserva Estatutaria y Reserva
Optional

Statutory reserves are a type of reserves established in the statutes of the

society. Like the others, the statutory reserves will appear in the equity of the
company, within the item of net assets, which in turn is part of the liabilities of the balance sheet.

Optional reserve: the law allows the company to allocate part of the net profits of the fiscal year to a
% to form the special or optional reservation. They are resolved by the shareholders who, for
For various reasons, they consider it appropriate to retain all or part of the earnings from the fiscal year.

The legal reserve according to Article 70 of Law No. 19,550 must be taken in an amount not
less than five percent (5%) of the result of the period, plus or minus the adjustments of periods
previous and prior absorption of accumulated losses