An unregistered company does not have limited liability.
Posted: Thu Dec 26, 2024 4:21 am
Limited liability is granted by registration in the Commercial Registry , which is a requirement that must be observed by commercial entities (Anonymous and Limited Companies). Said registration must be made within the month following the incorporation in a public deed. When a deed is deposited for registration, its content is made public and noted so that any interested party can consult it.
However, there are times when a company is formed but not registered in the Commercial Registry. The consequences of failure to comply with this duty are set out in article 39 of the Capital Companies Act , which states “Once the intention not to register the company has been verified and, in any case, one year has passed since the granting of the deed without its registration having been requested, the rules of the general partnership or, where appropriate, those of the civil partnership will apply if the company in formation has started or continued its operations.”
That is, a commercial usa whatsapp mobile phone number list company that is not registered to be considered for legal purposes as a civil company. Therefore, it does not acquire legal personality and the limited liability regime does not apply to it. It becomes an irregular company. A commercial entity, as long as it is not registered in the Registry, is not subject to corporate tax. If it carries out operations, the profit will be declared by the partners in the personal income tax.
The partners will be liable for the obligations assumed on behalf of the irregular company. The liability will be personal, unlimited and joint if the company's assets are not sufficient to cover the operations carried out on its behalf. Any partner has the right to request the dissolution of the company and demand, after liquidation of the company's assets, the restitution of their contributions.
If an irregular company registers it at a later date, it will then acquire legal personality and the joint liability of the partners and representatives will cease. However, they will continue to be liable for actions carried out prior to registration.
However, there are times when a company is formed but not registered in the Commercial Registry. The consequences of failure to comply with this duty are set out in article 39 of the Capital Companies Act , which states “Once the intention not to register the company has been verified and, in any case, one year has passed since the granting of the deed without its registration having been requested, the rules of the general partnership or, where appropriate, those of the civil partnership will apply if the company in formation has started or continued its operations.”
That is, a commercial usa whatsapp mobile phone number list company that is not registered to be considered for legal purposes as a civil company. Therefore, it does not acquire legal personality and the limited liability regime does not apply to it. It becomes an irregular company. A commercial entity, as long as it is not registered in the Registry, is not subject to corporate tax. If it carries out operations, the profit will be declared by the partners in the personal income tax.
The partners will be liable for the obligations assumed on behalf of the irregular company. The liability will be personal, unlimited and joint if the company's assets are not sufficient to cover the operations carried out on its behalf. Any partner has the right to request the dissolution of the company and demand, after liquidation of the company's assets, the restitution of their contributions.
If an irregular company registers it at a later date, it will then acquire legal personality and the joint liability of the partners and representatives will cease. However, they will continue to be liable for actions carried out prior to registration.