Companies, businesses and SMEs
Lawyer in charge: Javier Díaz Gurruchaga · Updated
Since 2013, Law 20,659 has allowed founders to incorporate, amend, transform, merge or split a company themselves through an online platform (the Registro de Empresas y Sociedades), going before a notary if they do not have an advanced electronic signature. It is a great advantage for business, but filling in the forms alone, without legal advice, is not always advisable.
Why the type of company is not a detail
Depending on the business, one type of company will suit better than another. For example, two psychologists offering their services through a company will usually be better off with a professional limited liability company (sociedad de profesionales), because the income it generates is not subject to VAT. Choosing one type over another has important consequences of many kinds.
What the form does not solve
Depending on the line of business, the company may need specific management powers that are not on the platform’s generic list. The corporate purpose also deserves careful drafting, with the company’s future and its intended activities in mind.
What partners should agree on
- Whether the partners must work exclusively for the company.
- What happens if one of them dies.
- How a director or manager is appointed, and with what rights and duties.
- How many votes each business decision requires.
- How shareholders’ meetings are called, in the case of an SpA.
Nobody discusses these questions while the business is going well, and they are the only ones that matter when it stops going well.
Ongoing advice for businesses
We advise companies in many sectors, not only on corporate matters but also on complex contracts with suppliers and clients, collecting invoices, performance of obligations and damages and everything relating to employees. This advice is available for specific matters or monthly, for a fee agreed with the client.
See also, on our Spanish site: commercial contracts, shareholders’ meetings and share transfers and trademark registration (in Spanish).
Does your case look like this? Let’s talk.