If several professionals want to join forces to create a company, one of the options they have to develop their activity is to form a civil society. Let’s see its features.
It is a type of mercantile company of a personal nature in which several partners come together under a collective name and in solidarity for the development of a project or economic activity.
They undertake to participate in the same rights and obligations, responding, on behalf of the company, of the debts contracted by the company with its assets.
General Partnership: Examples
The general partnership is highly recommended for companies that have a small initial capital, a small number of partners and in which there is great trust between them.
This is the case of some neighbourhood businesses, such as hairdressers or small markets.
In addition, betting on a legal form of a personal nature, such as the general partnership, has a lot to do with the search for the reputation of the partners.
For this reason, it is a formula widely used by law firms, economists, architects, doctors or auditors, professions where prestige and trust are essential to find new clients.
Collective Society: Characteristics
There are a number of characteristics that define and differentiate the general partnership from other corporate forms:
- It works under a collective name, which is integrated with the name of all or some of the partners, adding the expression “Sociedad Colectiva” or the initials “S.C”.
- All partners participate in the partnership on an equal footing.
- It must be made up of a minimum of two partners.
- There is no minimum share capital.
- It has patrimonial autonomy and is liable for its debts with its own patrimony, although the partners are also liable for company debts in a subsidiary and joint and several manner, with unlimited liability.
- There are two types of general partners: the capitalist, who contributes assets or capital to the company; and the industrialist, who only provides work.
- It is governed by the Commercial Code.
Responsibility in the Collective Society
In this type of company, both the company and the partners are liable with all their assets for the corporate debts.
In the case of partners, this responsibility has three characteristics:
Personal and unlimited. They respond with all their assets, present and future.
subsidiary. The creditors will be able to demand the payment of the debts only when the social patrimony has been exhausted.
Solidarity.
The partners are jointly and severally liable for the debts contracted by the company.
Although a creditor can require any partner to fulfill his social responsibility on behalf of all the others, the partner who pays the debt can claim the rest of the partners for reimbursement of what he has paid.
How to Create a Collective Society?
To form a general partnership, a series of steps must be followed:
- Obtain negative certification of the name of the company in the Mercantile Registry.
- Establish a constitution contract granted in a public deed, which includes: name and address of the partners; business name; name and address of the partners in charge of the management of the company and the use of the corporate signature; capital that each partner contributes in cash, credits or effects, with expression of the value that is given to these; duration of the company; amounts assigned to each managing partner annually for his private expenses; and legal agreements and special conditions that the partners want to establish.
- Pay at the Treasury the tax on property transfers and documented legal acts.
- Register in the Provincial Mercantile Registry.
- Obtain the tax identification number at the Tax Agency.