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eing held to answer in the labor and social security fields, jointly with the company, regardless of thecause of the event.The new Civil Code permits the creation of a Board of Directors and Audit Committee for LTDAs,whose respective duties and operation shall be regulated in the articles of association.The remuneration of the administrators of a LTDA is not subject to a minimum amount or limit.3.2.7. ProfitIt is not necessary to determine the minimum profits to be distributed to the partners in this type ofcompany. The participation of partners in the company profits, in a different proportion to suchpartners’ interests in the quota capital is permitted. However, no rule that excludes a partner fromprofit sharing is permitted.3.2.8. ResolutionsThe law stipulates some minimum quorums for the approval of certain matters, such as: (i) theamendment of the articles of association, and the merger by incorporation, merger, spin-off ordissolution of the company (3/4 of the quota capital); (ii) designation of an administrator by a separateinstrument to the articles of association, deposal of non-partner administrators, fixing of theremuneration of administrators and petition for judicial reorganization (more than half the quotacapital); (iii) other cases provided for in law or in the articles of association, if the latter does not call fora higher quorum (majority vote of those present).Partner resolutions shall be passed in a partners’ meeting (for companies with up to 10 partners) or ina general meeting (for companies with more than 10 partners). If the articles of association are silenton the subject, the rules of the law that disciplines general meetings will apply, which are very similarto the rules applicable to the shareholders’ meetings of S/As.A general or partners’ meeting shall be held annually during the first 4 months subsequent to the endof the annual accounting period for the approval of the administrator accounts and distribution ofprofits for the year.3.2.9. Exclusion of partnersThe law provides for the possibility of the non-judicial exclusion of any partner who is jeopardizing thecompany’s continuity, by virtue of acts of undeniable gravity, as resolved by the partners representing20

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