* Constitution of the cooperative
* Limited Liability Company
* Name Collective Societies
The cooperative is a society which associates, under a free membership and voluntary withdrawal, people who have common interests and economic needs, whose satisfaction and service to the community develop business activities in order to meet the needs of members.
The general principles that guide the establishment and operation of cooperatives are:
a) Free membership and voluntary withdrawal of members, with the consequent variability of social capital.
b) Equality of rights and obligations between the partners.
c) structure, management and democratic control.
d) Interest voluntary and limited to capital contributions.
e) Participation in the cooperative activity.
f) Participation of partners results in proportion to the activity in the cooperative.
g) Education and training union members, and dissemination in the environment of these principles.
h) Promotion of inter-cooperative relations to better serve their common interests.
i) The autonomy of cooperatives from any political authority, economic, religious or trade union.
Registered Office: The cooperative has its registered office within the municipality where he made
mainly activities with their partners or centralize management.
Disclaimer: The responsibility of the member for the debts of the cooperative is limited to their capital contributions subscribed to, whether or not paid.
* Constitution of the cooperative
Legal personality and the beginning of the activity:
1. The cooperative societies will be constituted by public deed and acquire legal personality from the moment they register with the Registrar of Cooperatives.
2. The cooperative societies will start business in accordance with its statutes, the maximum period of one year from the date of the Registration of Cooperatives.
Minimum number of partners:
The primary cooperatives shall be composed of at least three ordinary members. The second or subsequent degree of integration and will have at least two ordinary members.
The social capital of the cooperative is comprised of equity contributions. Contributions must be received in local currency and if so required the bylaws or agreed by the general assembly, goods and rights.
Partner participation in the social capital of the primary cooperatives can not exceed 25% of this figure.
Partner’s responsibility for corporate debts is limited to contributions subscribed to integrate social capital, unless otherwise provided in the statutes. However, the members resigning from the union will respond personally over the next five years and for the debts incurred prior to that.
* Bylaws: The bylaws of the cooperative societies are to govern, at least
the following subjects:
1. No Name of the cooperative.
2. No. Registered Office.
3. No activity or activities that develop the cooperative to fulfill its corporate purpose d.
4. No Time.
5. No minimum share capital.
7. No objective requirements for admission of members.
8. No partner required minimum participation in the cooperative activity.
9. No social standards of discipline and determination of misconduct, sanctions, disciplinary procedures and rules to avoid acts and agreements.
10. No Warranties and limit the rights of partners.
11. o Causes Low justified.
12. No scheme of sections that are created in the cooperative, as appropriate.
13. No Call, operating system and adoption of resolutions of the General Assembly.
14. No determination of the representative body and management of the cooperative, its composition, tenure, selection, replacement and removal.
15. No Regulation of Auditors. Composition, tenure, organization and operating system.
16. No determination of whether the capital contributions or accrue interest.
17. No transition arrangements and refunds of contributions.
18. o Any other required by the regulations.
* Classes of cooperatives:
1) In associated work.
2) From users and consumers.
3) In homes.
5) of farm land.
6) In service.
7) of the sea.
8) In carriers.
9) In insurance.
13) Give credit.
* Bodies of the cooperative bodies necessary constitute the general assembly council
rector and auditors, and as bodies posttest general assembly of delegates, the director and Resources Committee.
1) The general assembly is the supreme expression of social will in the matters of which knowledge is attributed to him by law or statute.
2) The board is the governing body, management and representation of the cooperative, and as such is a component for setting general policy guidelines of the cooperative.
3) The auditors are the internal oversight body of the cooperative management conducted by the governing council.
4) When a cooperative circumstances which hinder the simultaneous presence of all members in general meeting, the bylaws may provide that the jurisdiction of the general assembly is exercised by an assembly of second grade, consisting of delegates appointed at preparatory meetings.
5) The statutes may provide for a director, whose appointment, hiring and dismissal for the governing council.
6) The Resources Committee is a statutory body established is own specific task processing and resolution of those resources come attributed to his knowledge or that of the general assembly by law or statute.
7) Statutorily or by agreement of the General Assembly may create committees. Committees or councils in performing functions, study of proposals, initiatives and suggestions, surveys and similar research.
1. CONCEPT: Name, nature, home.
The corporation can be defined as “society of a commercial nature, whatever its purpose, whose capital is divided into communicable actions attributed to the holder of membership, which enjoys the benefit of limited liability to society and not personally liable for corporate debts. ”
Thus, the corporation has the following characteristics:
* Have capital divided into shares;
* The capital is formed by the contributions of partners;
* Members not personally liable for corporate debts.
As regards social capital, the reform of 1989 established the minimum capital for the corporation in ten million pesetas of this book dealing with this form of association for companies with enough turnover to maintain the minimum capital requirement.
Moreover, the name of the society is necessary in order to be distinguished from those others with which to compete and will serve also as a firm to enter their transactions.
The Law gives almost complete freedom in the name of their choice for the corporation, only to be necessarily prevents state the indication of “limited company” or its abbreviation: SA which may not taken a name identical to that of another existing company. Therefore it is necessary to obtain a certificate of registration has not requested in the Registry.
As regards the nature of this type of company admits of no question: it has a commercial character, whatever its purpose (Article 3 of the LSA)
Fulfilled by the constitutive formalities society, the society acquires a certain address and nationality “will be Spanish and be governed by this Act all corporations domiciled in Spanish territory, regardless of where that would have constituted” (art. 5.1. LSA), and legally added “must have a place in Spain corporations whose principal establishment or operation lies within its territory.”
Finally indicate that the registered office must be fixed in the articles of association.
LIMITED LIABILITY COMPANY
Limited Liability Company (hereafter SL) as a society of a commercial nature, is divided into equal shares, cumulative and indivisible, they can not join or called securities actions, and whose members, not exceeding 50, not personally liable corporate debts.
The SL, like the SA, will always have a commercial character, whatever the nature of their subject.
For its part, the social capital should be determined, is unlimited, and is divided into equal shares, cumulative and indivisible. The shares are equal in value and attribute have the same equal rights, they are cumulative and that members can subscribe and holds two or more units, are indivisible in terms of membership that is indivisible and if there is ownership of undivided shares, owners shall appoint one to exercise social rights.
Social capital has a double function: a value of exploitation and a number of security or retention on behalf of creditors, as in the SA
With respect to partners in the foundation, its number has to be at least two. Who have this condition originally involved in the founding deed, signed and paid for, at least one share. The detail of the importance of the company that takes the form of SL is determined, to some extent, by the legal prohibition that more than 50 partners.
On the one hand, the limited liability of the partners approached the SL a capitalistic societies, however, considering the personal circumstances of members, seems to approach companies personal. Therefore can not be affirmed in our law an unequivocal nature of the limited liability company.
Notwithstanding the above, this problem has vanished with the modifications introduced by Law 19/1989 of 25 July. On one hand it eliminates the reference and residual application of the provisions of the Commercial Code, thereby subtracting the potential force personal nature of this type of company. Moreover, there is constant reference to standards of the corporation so that the capitalist character of the SL is undoubtedly reinforced: the limited partnership is closer to the corporation that partnerships.
Foundation: The Act merely requires the granting of the deed and its registration so that society may have legal personality.
* Identification Data of the partners.
* Data on the contributions of partners. In any case, the capital must be fully subscribed and paid up.
* General Terms: name or name of the company, duration and registered office, capital and number of shares, people involved in the administration, is to convene and constitute the Annual General … (Art. 7 L.S.R.L.).
* Data on social pacts: All other lawful agreements and conditions as members see fit to establish.
Indicate that, unlike the SA, does not require a clear separation between the articles of incorporation and bylaws although some of the contents of the script aimed, is clearly material to be entered in the statutes.
ON BEHALF OF GROUP COMPANIES
The partnership is defined in U.S. law as “a partnership of two or more people to perform, as co-owners a business for the purpose of profit.”
Of partnerships are a popular form of organization because they provide a convenient and inexpensive combination of principal and special skills of two or more people. Society is not a separate legal entity in itself but simply a voluntary association of individuals.
Essential characteristics of this society
* Ease of training: A partnership can be created without legal formalities. When two or more persons agree to become partners such agreement constitutes a contract and automatically creates a partnership. The contract must be in writing to avoid future misunderstandings or disagreements.
* Limited Life: A partnership can be terminated at any time by the death or retirement of some members of the firm. Other factors that may determine the completion of the company include bankruptcy or incapacity of a partner, the expiry of the period specified in the contract of society. The admission of a new partner or retirement of an existing means the end of an old society, although the company can continue with the intention of forming a new society.
* Mutual Representation: Each partner acts as an agent of society, with authority to sign contracts for the purchase and sale of goods and services. The factor of mutual representation suggests the need for great caution in selecting a partner. To partner with an irresponsible person who lacks integrity and is an intolerable situation.
* Unlimited liability: Each partner is personally liable for all debts of the firm. The lack of a cap on the liability of a member may inhibit a rich person to become part of society.
* Joint Ownership in assets and profits of the company: When a partner brings a building, inventory or other property in a society, no longer retain any personal right over the assets it contributes. The properties are to be unique and exclusive ownership of all partners.
Advantages of this company
Perhaps the most important advantage in most of partnerships is the opportunity to raise sufficient capital for a company to leave. Forming a partnership is much easier and less costly to organize a stock company.
Members of a society of people enjoy more freedom from government regulations and more flexibility of action that the owners of a corporation. Members can withdraw funds and decisions of all kinds without the need of formal or legal proceedings.
Limited life unlimited liability and mutual representation. Also, if a company requires a large amount of capital, the society of people is less effective to raise funds for a corporation.
LIMITED LIABILITY COMPANY
Cesar Hernandez Mendoza