Know about the limited partnership by shares It is essential for you if you are thinking of forming a company and you want to know about the possible structures, since they can be of different types according to their responsibility and management, for example:
Types of limited partnership by shares
The limited partnership by shares It can be of different types according to their management and responsibility, but regardless of their type, they are companies that must be formalized with a public deed that is registered in the commercial register and data is required as if it were a collective society such as:
Limited partnership by shares
Article 257 of the Capital Companies Act establishes that joint limited companies audit the accounts and deposit them in the commercial register and are considered as capital companies.
Simple limited partnership
Simple limited partnerships are not obliged to audit the accounts in the commercial register or deposit them, but they are obliged in the event that at the close of the fiscal year their general partners are national-foreign companies.
Limited partnership by shares examples of companies in Mexico
- Under Mexican law, the limited partnership by shares It must be made up of one or more partners who are limited partners and therefore respond in a joint, limited and subsidiary manner with the social obligations and also one or more limited partners are obliged to pay the corresponding shares.
- It is signed with the name of a limited partner or more to which is added: and company and the company name is added Limited Partnership or S. en C.
- For example, companies formed under this legal structure in Mexico are Cobre y Bronce S ,. in C ,, a copper supplier company in Mexico, La Viga Viana y Cía. S. en C, a Mexican aluminum supplier company or Ejotatf Fasteners de México y Compañía S. en C, a Mexican company that offers technological solutions for the industry.
Limited partnership by characteristic shares
The main characteristics of the limited partnership by shares are the following:
- The liability of the limited partners is limited to the capital contributed.
- The capital contributed by the limited partners is represented in the shares.
- The social contract of the company has the obligation to enter the names of the limited partners.
- The company can be constituted by means of a prior authenticated private contract or be registered in the commercial register both by those who subscribe it or by the attorney-in-fact appointed by the partners.
- Limited partners only have the obligation to respond for the total value of their contributions, which are the shares.
- It can be made up of legal or natural persons.
- The contract of the company agrees the payment of the capital with the terms that can be adjusted to what the commercial code establishes, but it cannot be longer than two years.
- It is made up of at least one limited partner and one limited partner.
- The administration of the company can be carried out by the limited partner who does not belong to the company.
- The assembly is made up of both partners and follows the same rules of a public limited company, therefore it is the right of the members to know the financial statements and all documentation required by law for public limited companies.
- The supervisory members, trustees and directors do not have the right to vote in everything that refers to management data and its approval.
- The supervisory board can be in charge of internal control and it can also be a one-man control, but if it is made up of the supervisory board, it will be with the limited partners.
- The National Securities Commission and the General Inspection of Justice are in charge of external control.
- As accounting books, it is obliged to keep the record of shares, the minutes of deliberations of those who make up the collegiate bodies, the record of debentures and the book of attendance at the assemblies.
- In Mexico they are regulated by the general law of mercantile companies.
- To be constituted, it needs to be authorized by the secretary of foreign relations.
- By being made up of two types of partners, the limited partner and the limited partner, the limited partner has unlimited liability and is also subsidiary and joint, while the limited partner only has responsibility according to their contributions as long as they have not been part of an operation or are in charge of the administration. of the society.
How is a limited partnership by shares
- The constitution of a limited partnership by shares it can be carried out from the public subscription or by a notary public.
- When choosing to establish it as a notary public, it is necessary for the partners to appear before the notary public to draw up the social deed with the general data of the partners.
- When choosing to establish it by public subscription, the founders must urge the public to join partners, for which they draft and deposit in the public registry of commerce a program with statutes and requirements.
- Those who acquire the desire to be sodios sign the subscription bulletin with their data, number of shares, value, form and terms for the payment of the first exhibition and declaration of knowledge and acceptance of the draft statutes.
- The value of the first exhibition is deposited in a credit institution to be delivered to the representatives of the company after the company has been legally established.
- When the capital exhibition is carried out, the provisional certificate is delivered as a representative title of the shares with a nominative character that can be exchanged at the moment in which the shares are subscribed.
- In this sense, it is an obligation that the shares are subscribed in a term not exceeding one year from the deposit of the program by the founder, since otherwise it exempts the subscribers from all obligations and they acquire the right to withdraw the value of the amount they have deposited.
- When the legal exhibition and the capital have been subscribed, the founders have a period of 15 days to call a general constituent assembly to approve the constitution of the company.