Commercial companies are the legal manifestation of the will of two or more people to exist under a company name, pursuing the same purpose through the contribution of capital, thus obtaining a benefit.
For a commercial company to have legal personality, you need to comply with a social element, made up of the partners, a patrimonial element, which would be the capital contributed and finally a formal element, which would be the rules relating to the form of the contract that gives rise to the company.
At Spanish legal system commercial companies can be of the type personalist or capitalist. The main difference between these is the preponderant element, in personalist companies this element would be the identity of the partners, in capitalist companies it would be the capital they contribute.
Despite being two main types of mercantile companies that exist in Spain, these are subdivided, so the classes or types that can be found at the time of constituting any of these are diverse.
Mercantile Society: Personal companies, duties and rights of the partners in them
In these personalistic societies the important thing is the characteristics of the partners since they are the ones who will manage it. So the success of the company depends on its partners. They may be:
- Collective society: It is the simplest among its sisters, a number of partners will contribute an amount of money and the management of the company will depend on themselves.
In this society all partners have the same rights, duties and obligations, which will be determined According to the deal that society originates because we remember that these are legal manifestations of will.
It is characterized because the partners will respond unlimitedly for the expenses and debts that the company has, in addition to being jointly liable among them.
- Simple limited partnership: It differs from the previous one by types of partners you have. In this society, some partners have the duty to contribute work and capital (general partners), while others only contribute capital (limited partners).
The general partners will have unlimited and joint liability, in addition to being in charge of managing the company. On the other hand, limited partners have limited liability.
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Capitalist companies, rights, duties and obligations of the partners
In these companies, what is important and what determines the rights, duties and obligations of the partners are the amount of capital they contribute.
Unlike personalist societies, in capitalist societies it is transferable the quality of partner and the management of the company is usually entrusted to a third party.
They can be limited partnerships by shares, where the capital is divided by shares and the partners can be collective, respond personally, and limited partners, respond only for their capital.
Anonymous Societies, which differ from the previous one only in that the partners are not personally liable for corporate debts.
Limited liability companies, in this the capital is divided into partitions. The partners do not have the right to transfer ownership of their partitions, and they are not personally liable for its obligations.
Difference between personal and capitalist companies
The main difference lies in the rights, duties and obligations owned by the partners, in partnerships they always respond in an unlimited and personal way.
In capitalist companies it depends on what type of partner you are, but generally you respond in a limited way, only with the capital contributed.
In addition, since personalist companies are characterized by the human contribution that their partners have, the quality of these cannot be transmitted, which is the case in capitalist companies, since they are the predominant element is the contributed capital.
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As has been observed, both types of companies have advantages and disadvantages, It will depend on the reason why you want to incorporate the company the type that is best.
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