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"Article 1... Any of the companies referred to in fractions I to V and VII of this article may be established as a variable capital company, in which case the provisions of Chapter VIII of this Law shall apply."

Companies regulated by the General Law of Commercial Companies may be established under a regime called Variable Capital. It should be noted that the Cooperative Society, as referred to in fraction VI, is not regulated by the General Law of Commercial Companies.In practice, most companies are established as variable capital companies (whether they are SA, SAPI or S de RL).

Being a variable capital company means that these companies can decrease and increase their capital with fewer formalities than if they were not.

As we will see, there are certain formalities required for the increase or decrease of capital, such as having to go before a notary to protocolize the act in the case of SA and SAPI at least (it should be noted that in increases, the notary charges a percentage on said increase).

The increases and decreases of capital for practical purposes mean that the company has new investments (which can be made by shareholders or by new investors) or in its case, that part of the investments will be withdrawn, this can happen because a shareholder is leaving the company or because it is financially beneficial to withdraw money through the decrease (this works when the income is not much higher than the company's capital).

At the time, we will deal with these issues in more detail, but initially the variable capital serves to avoid notarial costs, procedures such as the publication of notices and to be able to increase or decrease the capital with the approval of the majority of the votes instead of 75% (which is not always recommended but can always be corrected even if the society is of variable capital)

To be continued...

#Wednesdayof #Corporatelawin3mins #BLPAdvisors #Thelegalstartupforstartups

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Within commercial societies, capital societies and personal societies are distinguished. In the first, the most important thing is the contributions/assets that the society has and not who its members are, and the way of dividing the property is done through shares. In the second, the most important thing is who the members of the society are and not the assets they have, and the way of dividing the property is done through partnership shares. In personal societies, partners are generally responsible for the society's obligations with their own personal assets, and in capital societies, shareholders' responsibility is generally limited to the investments made. Within capital societies, we find: the anonymous society and SAPI (regulated in LMV for historical reasons that will be analyzed). Within mixed societies (meaning, they have some characteristics of personal societies and some of capital societies), we find: the limited liability society, the simplified joint-stock society, the simple partnership society and the partnership society by shares. Within purely personal societies, we find the collective name society (the cooperative society will not be the subject of analysis for the purposes of these publications). In my opinion, the only societies that have practical utility currently are:

  • Promoting Investment Anonymous Society: the best option, as it is the most flexible society and the most friendly to investment.

It is regulated in a practically equal way to the anonymous society, except for some distinctions that we will see in more detail later, such as:

  • Obligation to have a board of directors.

  • Lower percentages for minority rights.

  • Possibility of agreeing on a "non-compete" clause.

  • Possibility of limiting or expanding profits for some class of shareholders and;

  • Possibility of buying its own shares (they become treasury shares).

  • Anonymous Society: Almost as flexible as SAPI, also a great option for starting a business.

  • Limited Liability Society: Although it is a mixed society and less flexible than the anonymous society and SAPI, it allows limiting the partners' responsibility to the investments/contributions that they are required to make. It has the advantage that it does not require a commissioner and can have tax advantages if it is a subsidiary of a US company, as it can operate as a transparent society.

Simplified Joint-Stock Society: For very basic purposes, although we do not recommend it at all and think that it requires a wide modification. Advantage - Free, only requires one shareholder and it can be established online. Many disadvantages to be analyzed.

To be continued...

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Simply, this is a great book for anyone who wants to start a project, study success and/or improve their corporate practices.

Ray Dalio is one of the wealthiest people in the world and is known for founding and leading Bridgewater Associates, one of the most relevant investment funds.

The first part of the book is his autobiography, reviewing the relevant episodes of his life from 1949 to 2017 retrospectively. This first part has great value to understand the milestones that led Dalio to his success and shows how failure and effort are always an important part of any entrepreneurial story.

Parts II and III refer to the personal and work principles that Ray has been building throughout his life and that have allowed him to achieve the life he has.

Life Principles:

* Accept and deal with reality.

* Use a 5-step process to get what you want from life:

  • Have clear goals.

  • Identify and do not tolerate problems that obstruct your way to achieving goals.

  • Diagnose problems accurately to eliminate them at their roots.

  • Design plans that will help you overcome problems.

  • Do what is necessary to convert designs into results.

* Be radically open-minded.

* Understand that people think very differently.

* Learn how to make effective decisions.

Work Principles:


  • Understand culture well.

  • Trust in radical truth and radical transparency

  • Cultivate meaningful work and meaningful relationships

  • Create a culture where it is okay to make mistakes and unacceptable not to learn from them

  • Synchronize and stay synchronized

  • Credibility weighs in your decision making

  • Recognize how to go beyond disagreements

* People's well-being

  • Remember that WHO is more important than WHAT

  • Hire well, because the penalties for hiring badly are enormous

  • Train, test, evaluate, and constantly classify people.

* To build and evolve your machine...

  • Manage as someone who operates a machine to achieve a goal

  • Perceive and do not tolerate problems

  • Diagnose problems to get to their roots

  • Improve the design of your machine to solve its problems

  • Do what you set out to do

  • Use tools and protocols to shape how work is done

And for God's sake, do not overlook corporate governance. #Blpadvisors #Thelegalstartupforstartups

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