OUTLINE ON CIVIL SOCIETY.
Art
1,184. Must be made in a public, except those who were held in public auction: Title VII
CAPIT society
ULO I essential conditions for the existence of Section 1648
society. Society will, when two or more people had been forced each other, each with a benefit to get any appreciable value in money, as divided among themselves, who make use of what each has contributed. This article warns that the law requires the pursuit of profit. On the other hand, is characterized as a contract, no emphasizes the fact that you can treat an institution, what does emerge clearly from what has been called the single-member society, where there is no doubt that there is no type of contract. In reality, the figure as a contract, an element that dispenses today is considered essential, which is the legal personality, expressly incorporated in the art. 33 of the Societies Act, but that was not previously recognized, until the law specifically 17711 it joined the legal text. The profit motive, although it is stated in art. 1st. the law soc. com. can be excluded in the case of Art. Third, civil associations that adopt corporate form.
Section 1,649. The benefits to be provided by partners, to consist of obligations, or obligations to act. There are no limitations here if in the SA
capitalist is a partner, one whose benefit is giving obligations, and industrial partner, one whose benefit is making obligations. There are no comments to make in connection with the Societies Act. Capital
is called in this code, all the benefits that consist of obligations to give. There are no comments to make in connection with the Societies Act. Art
1650. It is no partnership agreement, when one of the contractors have not supplied to the company's obligations or duties to to do, and only concur with your credit or influence, but is obliged to contribute to the losses, if any. There are no comments to make in connection with the Societies Act. Art
1651. It is no society of all present and future assets of the partners, or all profits obtained, but society may be present designating all goods, and also the earnings, when they are in certain specified businesses. There are no comments to make in connection with the Societies Act. This is not regulated in the CC but also considered that rules because it arises from the basic concept of what society in the law of commercial companies that base on the scheme and contractual obligation to specify what contributions. Art
1652. No society will give to a partner all the benefits, or that freedom of every contribution in losses, or the provision of capital, or any of the partners do not share the benefits. There are no comments to make in connection with the Societies Act, except as annulling the whole society here is not just the clause as in the lsc. Art
1653. Will void the following stipulations:
1 ° That neither partner can give to society, or be excluded from it, even if just cause no comment to make in connection with the Societies Act.
2 ° That any of the partners can remove everything on society, when wanted, no comments to make in connection with the Societies Act. Although the recall is something that could defend, watch free of the conventions.
3 ° That the partner or venture capitalists have had to return their parts to a designated prize, or fruit, or an additional amount, whether or not profits, as in corporate law.
4 ° Securing venture capitalist, his capital or earnings potential, as in corporate law.
5 ° stipulate industrial partner for a fixed fee for their work, whether or not profits. As corporate law. Art
1654. Apply the following provisions:
1 ° none of the members receive less than the others, although their performance in society is equal to or greater; As in corporate law.
2 ° than any of the partners has the right alternative, or an annual amount or a share of any profits, I do not think that would be acceptable in corporate law because it would be a clause in the art. 13 LS ensure a profit or no profit there. Unless an interpretation that is applicable only when profits .. 3 °
death of any of the partners, their heirs are only entitled to share profits as a certain amount, or the partner or surviving partners can keep all the assets of the company, paying a certain amount. But the application of this provision shall not affect the legitimate heirs. It will also be invoked in any case the right to agree to Article 1198 regarding unforeseen supervening circumstances, In the Company Act tontinarias clauses are expressly prohibited. .
4 ° consisting of providing any partner in the use or enjoyment of a thing, the loss of the assets of the corporation is in charge only of the other partners, as in corporate law. 5 °
any of the partners are not incurred losses in the same proportion that part of the profits. As corporate law.
(Article substituted by Art. 1 ° of Law N ° 17 711 BO 26/04/1968. Valid: from 1 July 1968.) Chapter II
The purpose of the company
Section 1655. The corporation must have a lawful object. As corporate law. Art
1656. The partners can not demand that their co-partners communicate what they have acquired by criminal means or prohibited, working through the society or her name. This does not mean, as it is, because partners can report unlawful activities and to request investigations, obviously, if not try to profit from a crime. . Art
1657. Loss caused by the fraud of any partner, even if the directors of the company, it is not divisible among the members, and is personal to the author's intent, or the prohibited act. The damage may be of society, if the act is done by whom he is charged, but then there is an action for damages. This is complemented by the art. First and second section 54 and the CC 1109 of 1658
Art. The partner had led to the common ground they had gained benefits by fraudulent means or prohibited, can not compel their co-partners to the restitution received. As corporate law. Art
1659. Partners who are illegal societies have no action between them to request the division of profits or losses, or capital or things that contributed to society, or allege the existence of the company to sue third parties. As corporate law. Art
1660. The bona fide third parties may claim against the partners of the existence of the company without the partners they may oppose the annulment of her. But the third in bad faith, ie, who knew of unlawful society, can not argue against the existence of her partners, and partners may oppose the annulment. As corporate law. Art
1661. Members of the illegal companies are jointly responsible for any harm resulting from wrongful acts practiced together for the purpose of society. As corporate law. CHAPTER III
Form and proof of the existence of Section 1662
society. The partnership agreement may be made orally or in writing, by public instrument or private instrument, or by mail. The proof of it is subject to the provisions on legal acts. The contract value will be around the social fund for the rate law. As corporate law. Art
1663. When the existence of society can not be tested due to lack of instrument, or for any other reason, the partners who had been community property or interest, may rely on each other the existence of society, to demand the restitution of what had contributed to society, the settlement of transactions made in common, the partition of the earnings and bought everything in common but the defendants may assert the invalidity or existence of society. As corporate law in part because it only allows the enforceability of rights and defenses of the contract, when society is in fact or irregular, if it is dissolved. This does not seem necessary condition that prompted the dissolution and liquidation of the company because it allows the proceeds to ask, unless partition is used as a synonym for being liquidated. So when there is a public document, is precarious. Art
1664. For the previous article, the partners may sue third parties obligations have contracted with the society without these third parties may claim that society has not existed. Third parties may claim against the partners of the existence of the company without the partners they can not oppose the existence of it. As corporate law. Art
1665. Where empowering allege the existence of society, can it be proved by the facts which prove its existence, even if it is surplus value rate law, such are: As the law societies, clauses that work below, are analogy, although not imposed these guidelines ..
Letters 1, signed by the members, and written in the common interest of them
2 ° Circular issued on behalf of society;
3 ° Any documents in which the sign would have taken the quality of partners;
4 ° The sentence pronounced among the partners as such. Art
1666. The sentence, declaring the existence of society in favor of others, does not entitle members to sue each other, saying such a sentence as evidence of the existence of society. As corporate law. CHAPTER IV
Art Of 1,667 partners. Have people as partners as such, were parties to the original partnership agreement, and after they go into society, or any provision of the contract or subsequent contract to all members, or the admission of authorized administrators purpose. As corporate law. Art
1668. The only ostensible partner regardless of having just lent his name not be reputed partner in relation to the real members, although they give some interest, but it will be in relation to third parties rights against the real partners to be compensated as to pay the creditors of the company. As corporate law. Art
1669. One that is no ostensible partner, will be judged in relation to partner with people who contracted company, but not in relation to others, although they were aware of the social contract. It is different in corporate law. Art
1,670. They have qualities of partners heirs or legatees of social rights, if all other members do not agree to the substitution, or if it was not agreed with the partner had died, and accepted by the Crown. In corporate law, varies by type. Art
1671. Nor have the qualities of partners, the people loaning them in part or in whole, their social, if all other partners also not agree to the substitution, or if permitted to do so was not restricted to the social contract. Idem above. Art
1672. Most partners can not alter the social contract regarding the purpose and mode of existence of society, or authorize acts contrary to the purpose of society, or they can destroy it. Innovations of this kind can only be made by unanimous members' deliberation. As corporate law but only for partnerships. Art
1673. It is forbidden to give their social partners, if this power is not rendered the social contract reserved. If it has been agreed that could be made to other members or strangers, whether partners disagree, the assignor partner is required to give the members the value and all the conditions offered. In corporate law is similar to some types personalistic or foreseen in the contract, but it is a rule that does not give uped unless agreed. We express the value, because it imposes a preferential right to the other partners, neither of which is the rule in commercial law .. Art
1674. If any of the partners cede their rights, notwithstanding the express prohibition of virtual or social contract, so do not lose your membership, and the assignment is not mandatory for the company, but produce their effects between the assignee and the assignor leaving it become the first president. It's not like corporate law. Art
1,675. The transferee admitted as a partner will be bound to society, or with the social partners and creditors, as the transferor partner, whatever may have been the terms of the assignment. As corporate law. CHAPTER V
The administration of Section 1676
society. The power to manage the company belongs to all members, and is said to be exercised by each of them, if they appear or not to exercise it, the partners had made one or more agents, partners or associates. As corporate law for partnerships. Art
1677. When does not specify how to manage, than any of the partners will work, requires the society as an agent made by him, but each member may object to the operations of others, before they have legal effect. Ditto the above
commercial law but does not speak of opposition.
Any member can force others to pay him the expenses necessary for the conservation of common things. Not on the LS should be increased capital or borrow money. Art
1678. The company's business can be conducted under the name of one or more members, with or without the addition of the word "company." Does not impose a name, the word company is optional. Art
1679. No society can conduct business on behalf of a person other than partner, but a company established outside the territory of the Republic, can use the name she used there, though not the name of the partners. Impossible standard commercial application, this does not exist. Art
1680. The name of a company that has relationships in places outside the territory of the Republic, may be continued by those that have happened in those businesses and their heirs, with the knowledge of individuals, if living, whose names were used. This knowledge, I think that would be replaced by consent. Art
1681. The mandate to manage the company can be made in the original contract, or after the constitution of the society. If the mandate has been given by a clause in the contract can not be revoked without due cause, and the partner may have received, despite the opposition of other members, perform all acts that fall within fund management common. This is important for judicial intervention because it can not be removed by the administrator, it generates the need for school. Art
1682. There will be a legitimate cause to revoke the mandate, if the managing partner for a serious reason, ceases to deserve the confidence of his co-partners, or any impediment to fall upon her a good administration business of the corporation. Similar to the exclusion, is a matter of fact, it is not clear in the law, but assumes a wide range of circumstances. Art
1683. Not recognizing the president as just cause for revocation, which manifest their co-partners, will retain his position until being removed by court order. The heart of judicial intervention. Art
1684. Having danger in delay, the court may order the removal after the lawsuit started by appointing a provisional administrator partner or partner. Idem. Art
1,685. Removal may be ordered at the request of any of the partners, independent of the deliberations of the majority. This is similar exclusion and presumably also applies to commercial companies, because what matters is that there is a serious cause. Art
1686. The removal of the administrator appointed by the contract entitle the company to any of the partners to dissolve the company, and removed the administrator is responsible for compensation for losses and interest. In partnership gives right to withdraw, not to dissolve. Art
1687. The resignation of the administrator appointed in the partnership agreement, also gives right to any of the partners to dissolve the partnership, and the administrator who resigns without good reason, is liable for compensation for losses and interest. This business is in expected. It is limiting the right of the manager to resign. Art
1688. If the power to manage has been signed by a subsequent convention, or conferred by a provision to the contract early, this can be revoked as a regular mandate, but one or any of the partners can not withdraw it against the will of the greatest number. In these cases when not in the contract is revocable power by majority. Art
1689. The administrator appointed by convention or by the action after the contract, may waive the mandate without liability, with or without just cause to do so. Is reasonable and what applies in general trade. Art
1690. The power to administer is revocable, but had been given by the partnership agreement, when an administrator or administrators appointed were not partners, and the reversal in this case gives no right to demand the dissolution of society. The original administrator, you must be a member, is a requirement for the finality. Art
1691. The extent of the powers of the managing partner, and the kind of acts he is authorized to execute are determined, there being no express provision, as the object of society, and the purpose for which they are engaged. Free interpretation of the extent of his powers, trade is the same, the object sets the limits. Art
1692. When two or more partners have been responsible for the administration, not determined their functions and without having spoken they can not do without each other, each may exercise all administrative actions separately, but any of them may object to the operations of another before they have produced legal effects. May be indistinct as srl and partnerships but that they can be opposed before the events have actually occurred, not mentioned in trade, it is doubtful that you can apply this analogy. Art
1693. In the case of stipulation that one of the managing partners not to act without the other, it needs the cooperation of all for the validity of the acts, without can claim the absence or inability of any of the partners, unless there is imminent danger of serious or irreparable damage to society. This is similar to commercial. Art
1694. The directors of the company is said to be a general term which includes the ordinary business of it, with all its consequences. Ordinary business are those for which the law does not require special powers, and all others be reputed extraordinary. Something like fifty-eight, but referred to the institution's mandate. Perhaps the president here has a greater extent, because few events that require special power. Art
1,695. The general mandate does not allow for innovations on the property social, or modify the order of society, whatever the utility that may result from these changes. This may be different from soc. commercial because some of these items can be fulfilled by the board. Art
1,696. The legal prohibition of interference or conventional partners in the management of the company does not deprive anyone of them examine the state of corporate business, and that purpose requires the presentation of books, documents and papers, and then claims it sees fit. We recognize the right of inspection as well as fifty-five. Art
1697. In the case of special business, the manager or managers of the Company or any of the partners, whether the company was run by all, nothing can be done before granting them special powers. The discussion of such powers shall be by a majority of the members. No special power or manager or associate may act in extraordinary business. In business it is difficult to give a similar situation because the type contains the ingredients that do little as possible so mentioned. Art
1698. Nothing in the preceding article, simply place over administrative acts that have not been banned in the social contract, or the mandate to administer. Acts prohibited by the contract, but may not be exercised by a unanimous vote of the members. This is obvious, what is forbidden in the contract, either in trade can be carried out. Art
1699. However a decision by the majority, any partner may execute differing at their own risk, the act or transaction deprecated and is also to their advantage to obtain profits. This business does not exist, at least in some soc. personalist prevent competition. Art
1,700. The directors of the company, and partners who represent it in any administrative act, have the same obligations and rights with respect to the principal agent, there being in this title otherwise. Apply the rules of office, not from the theory the organ. CHAPTER VI
Obligations of members from society
Art 1,701. The partners are responsible for the eviction of the property they had contributed to society, and vice crippling them. Same. Art
1702. The company has the ownership of property, the partners had given him the property, and when it is dissolved, the partners have no right to demand the restitution of the goods themselves, although they are to be in the social mass. alike. Art
1,703. The assets contributed by the partners are deemed transferred the property to society, if not clearly stating that the partners had transferred only the use or enjoyment of them. Same. Art
1704. Belong to the realm society fungibles benefits and non-expendable deteriorate from use, the movable and immovable property made to be sold on behalf of society, or have been estimated in the social contract, or document that this refers. Same. Art
1,705. The provision of capital, is only of use or enjoyment of it when society compoundeth an equity partner, and other purely industrial. It is not the same in the lsc. Art
1706. If the benefit regardless of the use or enjoyment of property, the partner that would have made them continue to own, and your account total or partial loss of such property, if it was not attributable to the company or any of the partners , and dissolved the company may demand the return of them in the state in which they find themselves. Same. Art
1707. If the benefit is credit society after the transferee is considered tradition of these simply stating that the transfer of the social contract. The supply shall be the nominal value of claims and awards up until the day of the sale, if there is no express agreement that the collection was on behalf of the transferor partner. Having this provision, the provision that the company will actually get paid capital and awards from the receivables. It does not appear in a commercial situation. Art
1708. If the benefit is working or industry, the right of society against the partner that he promised, will be governed by the provisions on the obligations to act. No says the LSC. Art
1709. Industrial partner not paying the promised service, without fault on their part, the company may be dissolved. If the service promised to crash without any fault, the partners will be entitled only to demand a proportional reduction in profits. If no suitable or service because of him, the other partners may dissolve the partnership or continue in it except the industrial partner. Not included this in lsc. Art
1,710. None of the partners may be forced to new benefit if he had not promised in the partnership agreement, although the majority of members required to give greater extension to the business of the same, but if he could not obtain the object of society, without increasing benefits, the partner that consents may be withdrawn, and shall do so if their fellow members require. This means that no right to break every time you require a new service partner, not only new contributions. CHAPTER VII
Rights and obligations of the company towards third
Section 1711. Repútanse third, in relation to society and their partners, not only all persons who were not members but also the same partners in their relations with society, or each other, if not deriving their quality partners or directors of the company. This confirms the difference between society and partners, even materially. Just what is the relationship derived from corporate social contract, in respect to everything else, consider others. Art
1712. Debtors of the debtor company are not partners, and are not entitled to compensation than they should to society with their particular credit against any of the partners, even against the director of the company. Id. Art
1713. Creditors of the company are entitled, at the same time, the partners. If we charged their claims of social goods, the company is not entitled to offset what they ought to have been with what they arose from the partners but these are the directors of the company. If charges of the particular goods of some partners, that partner will be entitled to offset the social debt so that they will debiesen, or what arose from society. This undermines the distinction between members and society, subsidiarity no right to return although, of course. Art
1714. In aid of the creditors on the assets of the company, the creditors of this will be paid in preference to individual creditors of members. In competition on the private property of members, individual creditors and creditors of the company, there is no preference whether creditors were merely personal. This shows that extension is not bankrupt, but a preference for the company's creditors on the creditors of the partners, which is logical. If creditors are members, may go against the soc. any creditor of it. Art
1,715. Debts are only those that society its administrators contracted as such, indicating that quality in any way, or obligations on behalf of society, or society. The principle of contemplatio domini. As in lsc. Art
1716. If in doubt about whether managers have been forced or not on behalf of society, are presumed to be forced into particular name. When in doubt about whether forced or not term limits, presumably by the requirement in term limits. This is not in the lsc. Art
1717. If the debts were incurred on behalf of society, with excess in the office, only and is not endorsed by it, the obligation of the company is only because of the benefit received. It is proof to creditors who obtained the benefit of society. If you pass the object or powers, soc. responds only unjust enrichment. It is not required in principle, similar to what happens in lsc. Art
1718. The above article does not harm the creditors in good faith, for debts incurred on behalf of society over the mandate, or who leaves it, or when any of the partners were deprived of exercise. Let's creditors unless good faith but an excess in the mandate, like the eminently social order parameter that marks the border of bad faith. Art
1719. Presúmese good faith in the creditors, if the excess or the termination of the mandate, or deprivation of exercise, resulting from provisions that could not be known by the creditors, unless it is proved that they had timely knowledge of such stipulations. Guidelines to our mandate, which differ because the limit is lsc goal. Art
1720. In the case of damage caused by managers are applicable to companies the provisions of Title "of legal persons." Emerge as the art. 16, although I do not gain much, this could serve to affirm the personality of the soc. civ.
(Article substituted by Art. 1 ° of Law N ° 17 711 BO 26/04/1968. Valid: from 1 July 1968.) Chapter VIII
Rights and obligations of members among themselves
Section 1721. The partner not supplied to the company the sum of money which has promised, should the interests of her since the day he had to do, but need not judicial questioning. If the service provided consisted in another sort of thing, you must meet the loss or interests. This is similar to simple application lsc
1204 Art 1722 cc. The partner who take money from the cash for own use, should the interests of society since the day it did, and plus interest and losses by that act should come to the society. fifty-four like the first paragraph. Art
1723. The partners have each the right and obligation to manage the company, when they had been appointed administrator. Similar to soc. if the collective contract is silent, everyone can manage. One could consider that if they can, is because even in some cases, they should. Art
1724. Must put in all corporate business the same care, and do the same steps that could be in theirs. No obligation to pay more in social care in their own, but equal. This is remarkable. Art
1725. Every member of society must respond to the damages it was his fault he has caused, and can not offset the benefits to care for their industry or would have provided in other businesses. As fifty-four first and second paragraphs. Art
1726. Partners have each the right and obligation to represent the company when her interests are unfavorable to the manager: when any claim against any of the partners or against third parties and the manager was negligent in the defense of society . In this case they can defend society, and legal remedies that could bring in their own businesses. This does not exist in lsc. Art
1727. The industrial partner must be a society which would have won with the industry put in society. It's like saying you can not compete. Art
1728. When one partner authorized to manage, charge an amount due, which was due especially to a person who owed the company also other amount due, it claimed to be attributed to two credits, in proportion to the amount, but had given the receipt for your particular credit account. But if he had given on behalf of the company's credit, all are charged to it. Cobra is proportionally because treat soc. as himself, is consistent. If given a receipt, you can not then pretend it was for another.
If the debtor to make payment, have been appointed by the member's credit find it more burdensome, the complaint shall be made to that credit. Are general principles, because the debtor pay what you want to pay. Art
1729. The member who has taken part in their whole social credit, he is bound, if the debtor becomes insolvent, to bring social mass as charged, but had given a receipt for only you. It is a rule-like recess, only that limited the recovery of debts, because it seems unfair that a member charged and the other not. Would collect all the same.
Section 1730. Neither partner can be incorporated into a third society, without the consent of their wives, but he can associate himself with the party that the member has in society. It is the principle of unanimity to amend the contract. The association of another in the hand, I do not think that is enforceable against the company. Art
1731. Each member shall be entitled to that society had repaid the sums that advance with knowledge of it, by the obligations for corporate business had collapsed, as well as the losses it had caused. This is logical, are expenses incurred by a third party.
All members are required for this compensation in proportion to their interest social, and part of the insolvent shall cleave in the same way by all. In principle, everyone pays in proportion to their share. But if anyone does not pay, pay back the remaining pro rata part of the insolvent. If only one partner to stay solvent, he would take over all liabilities. That looks like the conclusion. Art
1732. The partners are not entitled to any compensation for their losses, when the management of corporate business has been only one occasion purely accidental. This is a general principle. Art
1733. The partners have to each other the benefit of competition for their debts to society, but not for the debts of each other. Article 799. Benefit of competition is the granting of certain debtors, not being forced to pay more than that could properly, thus leaving the essentials for a modest livelihood, by class and circumstances, and to be returned upon improvement of fortune.
Article 800. The creditor is obliged to grant this benefit: 1 ° A
their descendants or parents not having their offense creditor incurred by any of the classified among the causes of disinheritance;
2 ° A divorced spouse still not his fault;
3 ° His brothers, provided they have not been made to the creditor guilty of an offense as serious as reported as a cause for disinheritance respect of the descendants or ascendants;
4 ° A his associates in the same case, but only in the interactions that arise from the partnership agreement;
5 ° The donor, but only in case of donation promised to meet him;
6 ° The debtor in good faith that made transfer of assets, and is pursued in which later acquired,
Section 1.734. No member may be excluded from society by the other partners, not having just cause to do so. Just lsc. Art
1.735. There will be just cause for the exclusion of any shareholder of the company:
1 ° When the contract against the ban cede their rights to others;
2 ° When not fulfilled any of its obligations to society, whether or not guilt
3 ° When fall upon her disability;
4 ° When we lost the trust of the other partners, insolvency, escape, commission of a crime, misconduct, provocation discord between partners, or other similar circumstances. The mention of specific causes, is unsurpassed in the commercial norm that most efficiently provides a generic causal be assessed in each case. Art
1736. The inability to find the partner failed, not because their exclusion from society, if only industrial partner. This can be considered different from the lsc. Art
1737. The woman who marries partner, no judge is unable, if authorized by her husband to continue in society. This is repealed. Art
1738. Society for a specified period can not be waived by the members without cause. There will be just cause, when the manager she be removed from society, or has resigned his office, and had the right to the exclusion of any partner, and does not wish to exercise that right. This right of resignation of members, even if exclusion or removal or resignation of the administrator, does not exist in lsc. Art
1739. Society for an indefinite period may be waived by any of the partners, provided that the waiver is not in bad faith or untimely. At the time there is lsc undetermined. Unless of fact or irregular, which can be dissolved, unless regularization. Art
1740. The resignation will be in bad faith when it is done with the intention to use only some benefit or advantage that would belong to society. Be untimely, it is done in time which is not yet consummated the business, which makes the object of the society. This is common law's own mandate and contractual matters in general. Art
1741. The resignation made in bad faith, is no relation to members. What he gains in the quitter has been in business looking to quit, belongs to society, but if it lost, the loss of one account. The who resigns unexpectedly, damages must meet the resignation causes to society. This is also the common law itself, but the nullity is specific to the case of resignation in bad faith. Art
1742. Exclusion or waiver of any of the partners, will be the following effects: 1,
As business concluded, the outgoing member resigns or only part of the gains made to date the exclusion or resignation, is equal because it says later in the next section.
2 ° In terms of pending business, the company will continue with the outgoing member resigns or until the termination of business, is equal
3 ° With regard to debt liabilities of the company until the day of the exclusion or resignation, the creditors will retain their rights against the outgoing member or resigning just as against the members who continued in society, even if they have taken be responsible for full payment, unless it expressly and in writing, exempt the excluded partner or resigning are not talking here of registration and in the lsc that's the big difference here is necessary to prove against third exclusion or resignation. No easy task.
4 ° With regard to debt liabilities of the company, after the exclusion or resignation, the creditors are only entitled to the partners should continue in society, and not against the outgoing member or resigns, unless they had signed without knowing the exclusion or waiver, id. But if hired without knowing of exclusion, what would blame the excluded or resigning has no means to publish anything? 5 °
Exclusion or waived without prejudice to creditors for debts later, and others in general, if not published, or otherwise did not have sufficient exclusion or resignation. It seems that a publication is encouraged, what would it be? CHAPTER IX
Rights and obligations of partners to third
Section 1743. The partners, in terms of its obligations to third parties be treated as if society did not exist between them. Its membership can not Serles opposed by others, or be invoked by them against third parties. Their responsibility is straightforward in this case, of course, is personal debt. Art
1744. The obligations of the partners in his personal name, not given to third parties that have contracted with them, no direct action against the other partners, although the outcome of those obligations has become useful for them. This is rule of law. Art
1,745. If the obligation is indivisible, each partner is responsible for the entire debt. This is when the debts were of society. Art
1746. A partner can not but declare to contract on behalf of the company, forcing its co-partners for third, but in virtue and express the limits of power or alleged that he had received, or may be deemed to have received to that effect. This is part of the mandate as well. Art
1747. The partners are jointly and severally liable for corporate debts, if not expressly stipulated as well. Obligations contracted by the partners together, or one of them, under a power sufficient to make each of the partners responsible for a portion virile, and only in this ratio, although the parties are unequal society, and although the partnership agreement has been stipulated payment for unequal shares, and although it is proved that the creditor knew that stipulation. Solidarity refuses unless expressly agreed. This is a substantial difference. Always pays for a male portion, although it has been agreed otherwise, and although the carbine know. This standard is remarkable, inexplicable otherwise. Art
1748. None of the partners, not to take the administration of society, or not represented in the cases previously designated or have not been specifically authorized by you administer is entitled to collect the receivables from the company, and sue debtors it. Obviously, the mandate itself. Art
1749. Debtors of the company will not be careless if they paid to the partner that was not authorized to receive payment, but only paid him his part in the debt. Obviously, the underpaid paying twice. Art
1,750. When the debt liabilities of the company were recovered from private property of members, payment will be divided among them equally, without which creditors are entitled to be paid otherwise, or obligation to receive payment from another mode. This is consistent with art. always saying that everyone pays their share manly. Art
1751. If any partner fails to pay, insolvency, the share or shares in the social debt, observe the provisions of Article 1731. This implies that the latter pay to the last penny if others are insolvent. Art
1752. If members had paid the debts of the entire society, or equal or unequal shares, the division between them is made in proportion to the society, or the party to participate in the profits and losses. What would have paid any more will be compensated by others. This is for the reinstatement action, it follows that the claim is proportionate to the party that had paid. If you had paid fifty percent and paid it all, could only claim the other fifty percent or the percentage who had agreed to participate in the profits and bear the losses. Art
1753. The provisions of previous articles payment of the debts of the partnership by the partners shall only take place with regard to creditors who were not members. Passive debts to society for their partners, not derived from the quality of partners, will be paid by them in proportion to their benefit in society, supporting the socio creditor, the amount you cupiere. Is obvious. Art
1754. The creditors of the members only will be entitled to collect debts from the assets of the partner's provision, the debtor, when the company had not acquired control of such property, or other real rights over them. If it happened to social equity, can not claim to partner, this is what you mean, I think. Art
1755. If the company has acquired the ownership of the property on which the previous Article, creditors may charge partner's debts, the earnings that the annual accounts and intermediaries partner demonstrations in favor of the debtor, if he was entitled to withdraw from society. It is obvious, the debtor partner's profits are seized by private creditors. Art
1756. May also impose any quota that may be available to the debtor in the partition member of society, but by seizing or finish or award of any fee that may be applicable to the partner does not acquire the right to embarrass in any way the operations of society may have nothing of it, but after its dissolution and partition. Also obvious. Art
1757. These provisions of the creditors of the partners take place, no difference in respect of members who were private creditors from each other, and for the creditors of another company that is a partner any partner with others. Obvious.
CHAPTER X On the dissolution of the company
Section 1758. The society is dissolved, if two people, the death of one of them, but not if it consists of many partners. Just Art lsc
1759. The company demanding it can dissolve any of the partners, if you die the administrator appointed by the contract, or the partner who puts your industry, or any of the partners who had such importance, that their lack doeth likely that society can not continue successfully. This ground is not in the lsc. Art
1760. Continuing the company after the death of any partner, the partition with his heirs shall fix the date of death of partner, and his heirs did not participate further rights and obligations but as soon as a necessary consequence of operations filed before the death of the partner to whom they happen. This is logical because the heirs are not society, then when you die it's all over and shooting the company's assets at that time. Art
1761. The same was observed even when it has been agreed in the social contract that the company would continue with the heirs, unless they and the other partners agreed to continue the partnership between them. The convention to continue was not enforceable against the heirs or associates, but when there is agreement. Art
1762. The unfinished business of the company will continue with the heirs of the dead partner. Obvious. Art
1763. Managers ignoring the death of a partner, the operations done are binding the heirs of the deceased partner. It's good to be said, because it clarifies. Art
1764. The partnership ended with the lapse of time for which it was formed, or upon the condition was subordinated to its duration, although not completed the business which was intended. Just lsc. Art
1765. Vale as an explicit term implied term of limited duration. This exists when a work is agreed, for example. Art
1766. After the term by which society was formed, can proceed without a new act in writing and can be proved by known facts external action. This does not exist in lsc where dissolved due and to continue to have to extend or renew. Art
1767. The company contracted for unlimited term concludes when required by any of the partners, and do not want the others to continue in society. Nor is this. Art
1768. With respect to third parties within society uncertain judge concluded only when the solution was published, or give notice of dissolution to persons engaged in business with the company. Where it is published, it is not known. Art
1769. The company may be dissolved by the departure of any partner under exclusion from society, resignation, abandonment of fact, or supervening incapacity. This does not exist in this way. Art
1,770. Coming up to them unable to any partner, your representative is not entitled to demand the dissolution of the company, or to renounce it, or to continue it, if it had not been expressly authorized by judge. In lsc in principle it is not. Would have to see if you can not ask for their exclusion, this is not as easy to define
Section 1771. The company concluded by the total capital loss, or loss of a part of it, which incapacitated, get the item for which it was formed. Same. Art
1772. The company also concluded the loss of property or the use of the thing that was the substance with which he acted, or missed a major part of society so could not complete without it the purpose for which it was formed. like the latter, the first, relates to the impossibility of fulfilling the order. Art
1773. Absence of the provision one of the members for any cause, the company will be dissolved if all other members not wishing to continue it, excluding the partner who left to make the provision that had been bound. By unanimous agreement, obviously, but in this case say he stopped making feature, you can say that is a lie. . Art
1774. The company is dissolved when a ground which has its origin in the members, or other external causes such as war, could not continue the business for which it was formed. It's a case of impossibility. Art
1775. The society is dissolved by decree of dissolution, last on res judicata. This is obvious. Just in lsc. Art
1776. The sentence to declare the dissolution of the society, will be backdated to the day that took place because of the dissolution. This is the same in lsc. CHAPTER XI
of the liquidation of the company, and the partition of social goods
Section 1777. In the liquidation of the company will be observed the provisions of the Commercial Code on the liquidation of commercial companies. We are in the same regime. Art
1778. Gains and losses are shared according to the agreement. If only been agreed for each part of the profits, equal its share of losses. In the absence of agreement, each partner in profits and losses will be in proportion to what he has brought to society. This is the same. Art
1779. If the industrial partner had been bound as the other partners to split the profits or losses, it means that your loss is only placed the industry. alike. Art
1780. If they were two or more partners, which would put equally in society, the industrial partner in profit, equal to that of other partners, if not otherwise agreed. This is similar. Art
1781. If the provision of equity partners were unequal parts, the industrial partner's earnings shall be determined by arbitrators, unless the partners agreed to report them. Section 1782. If the industrial partner would also as capital, and the contribution it was below where it would put financial backers, the division shall be made in equal shares. Idem. Art
1783. If the value of capital made by the industrial partner was less than they had put the equity partners, the division shall be in proportion to the amount of capital, adding to the industrial partner's capital, an amount equal to the partner's capital or donors. Idem. Art
1,784. If they were unequal values \u200b\u200bplaced by financial backers, and the industrial partner's capital is not less than the lesser of the capital of financial backers, the division will be adding to the industrial partner's capital, an average value between the capitals of the donors. Article 144. ls. The contract should identify the industrial partner in social benefits. When not available shall be fixed judicially. Art
1785. If all were industrial partners, and had also put capital, the division will be equally, whether or not the funds made equal. No provision in the ls case. just says: Section 145. Article 139 is applicable to the company, computed for the purpose of voting as the capital of the capitalist industrial partner with less input. Art
1786. Where the provision of the partners had been of movable or immovable property to be sold on behalf of society should be entitled to receive the price at which the thing was sold. Had it not been sold by the company shall be entitled to receive the price of the thing so it was worth the time when delivered to society. This is questionable because it may be worth more at the time of liquidation. LSC is different from and in addition, they receive is not what brought the price but the value of the part. The writing is terrible. Art
1787. If the movable or root was estimated in the social contract, is entitled to the designated price, worth more or less, while the dissolution of society. Does not exist in lsc. Art
1788. In the division of society will be noted all that is applicable, the provisions of Book IV of this Code, the division of inheritance, there being, in this title otherwise provided. Not only applies the system of settlement of soc. com. but the division of inheritance. Art
bis 1788. In the partial liquidation of the company on death or retirement of any partner, the deceased or outgoing partner will be determined, unless otherwise stipulated in the social contract, computing the actual values \u200b\u200bof assets and goodwill, if applicable. This is very good and highly commendable.
(Section inserted by Clause 1 of Law No. 17,711 BO 26/4/1.
