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Monday, May 9, 2011

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NOTES OF THE SECOND REVIEW PROGRESS OF CIVIL SOCIETY AND BUSINESS DECEMBER 2008 .- .- REVIEW Wednesday May 11 to 18 hours .-

NOTES OF THE SECOND REVIEW PROGRESS OF CIVIL SOCIETY AND BUSINESS DECEMBER 2008 .- .-

REVIEW Wednesday May 11 to 18 hours .-


STUDENT MAT / ID NOTE
ACOSTA, GASTON NICOLAS CARLOS ALCORTA
SIX 34,344,037 . 23223593 HAPPY FOUR
STEVEN A. FAILURE LEVEL
ANDREA ALVAREZ ALEJANDRO Arcamone
20,752,732 32,126,750 FOUR FOUR MISSING
Arcangeli VANINA 33278846 LEVEL
Arechavala, MANUELA 31,476,681
Astrada LEVEL FAILURE, FAILURE LEVEL FACUNDO
AUBERGE 34058370, 34883734 SIX JULIETA
BALADO, LAURA. LUCIA 32003872 35169486 BANUS
EIGHT FIVE
BARBERIS, LEANDRO ARIEL. SEVEN
24653916 Bellizia, SONIA 18,205
FAILURE LEVEL SEVEN WHITE BERT
BONNECAZE 33912519 MARINA, CHRISTIAN. LEVEL NO REPORTED MISSING
BOSCAROL, GUILLERMO FAILURE LEVEL 29257770 32700950
FAILURE LEVEL BRUSCHI MARCOS MARIA NOELIA
Buquet FAILURE LEVEL 34092738 34500718 FLORENCE
BURGUES
FIVE HEADS, EZEQUIEL 32,987,999
LACK LEVEL FOUR CANDIDATES
17335 MARIA JOSE MARIA CRISTINA CARDONE 11,743. 030 CARLON ELEONORA
FOUR FIVE
CASTELLANOS 32,432,944 25,163,324 NON LEVEL
JOSEFA CASTRO, ROMINA. MARTIN CATINO 33646435 32866990
SIX MISSING LEVEL
Cincotta 31734114 MISSING LAURA MARIA CORDOBA MARIA LUJAN
LEVEL FOUR MISSING
Cotado 34648397 LEVEL
FRANCISCO CUELLAR, Khadija. SEVEN
BASIN 32813323, 34851467 FIVE
NICHOLAS DANIEL CHAPA, LAURA. FAILURE LEVEL 29909717
20,675 MARTA D'ANDREA WHITE FIVE 31719873 FOUR
DANISA
Danzi, JUAN JOSE 32,586,546
LACK LEVEL OF LEVEL MISSING 20679 FALCO
NADIA DE GRACE SIX
34559721 OYARZABAL MARCIA DI IORIO, ANGEL ESTEBAN 20,463,554 FAILURE LEVEL DI
MARGO, MA. FAILURE LEVEL 33,537,442 GISELA
DI MAURO, ANA LAURA
DiMattia ROMINA 33,912,806 16934 SIX MISSING LEVEL FIVE
DIZ 26,429,062
CHRISTIAN DOMINGUEZ ESTEBAN A. FAILURE LEVEL 25708144
DUHALDE, SILVANA 24,117,834 EIGHT
DUMRAUF, Daiana 30697953 31882839 FOUR FOUR

CARMEN ELIAS ELIAS, ETCHELET
DIEGO FOUR 28,682,672, LUCIANO. SEVEN 34457322 34217269
Fainstein MARIA MILAGROS
FALAUTI FIVE, FOUR 21.206/07 BETHLEHEM MARY FARIAS MONICA SUSANA
FAILURE LEVEL
21060000 32134489 FERNANDEZ LUIS FERNANDEZ M.
FAILURE LEVEL 34058822 MISSING MAGDALENA FERNANDEZ OMAR
LEVEL LEVEL NON
20707 FERRARA, MA. FAILURE LEVEL LEONOR
FERRELLI 35620783 33788780 ESTEFANIA
Fochesatto JULY FOUR FIVE
24,732,580 22,279,505 NON LEVEL DANIEL FOLGER
Fraticelli, SILVIO R. FAILURE LEVEL 33898783 30,665,172 SAMANTA
FRIAS MARIA SOLEDAD GAILLOUR
FIVE FOUR
Gandola 25898850 28,935,217 FAILURE LEVEL
MATIAS GARCIA CLAUDIO ALB. FAILURE LEVEL 24969969
Gareis, MATIAS EZEQUIEL 34,469,776 FOUR
Gastanaga, FAILURE LEVEL ALICIA
14,676,392 GIMÉNEZ, FELICITAS 34,729,684 10,631,574 FOUR MISSING
GLEW HILDA GOMEZ
LEVEL, DEW 32885659 SEVEN MISSING
17,504,290 GONZALEZ HORACIO GONZALEZ MONICA
14322999 LEVEL FIVE
Grisolia, ANGELA. Janice
25869238 NINE MA. FOUR 28,453,748 EUGENIA
JUAREZ, GRISELDA VANESA. DOS 30025309
Justel M. FAILURE LEVEL MACARENA
KOHAN 33646717, 32907784 FAULT LEVEL NOELIA
ALBERTO OSCAR KRAMER 10,504,576 FAILURE LEVEL FIVE
KYNATYNIEC NOELIA 38380808 26346147 ADRIAN
LaPalombara
LATEMADE LACK LEVEL, SIX
34653810 MERCEDES LAURONCE, OSCAR. FAILURE LEVEL 23313123
35339885 LEDESMA LUIS ALEJANDRO SANTIAGO LEONARDI
FAILURE LEVEL EIGHT 35043571
LORUSSO, SANTIAGO FOUR
Lucchessi 34,217,654, 31,821,614 MAURO
MANSILLA LEVEL FAILURE, FAILURE LEVEL 11351863
RUBEN JAVIER MARTÍN A. FAILURE LEVEL
20795 MARTINEZ, GASTON 18,404 ENZO FIVE FOUR
MASTOY
Mastrodonato CLARIS NON LEVEL
MATURA 34500856 22895996 SANDRA VALENTIN MAURO
FAILURE LEVEL LEVEL NON
28204508 31018965 MELONI MARIANA MENDEZ
FAILURE LEVEL LEVEL SEBASTIAN 28,454,174 LACK LACK
MENDIETA OLGA 21756 LEVEL
MERLO, CAROLINA VICTORIA. SEVEN 33886813
MICHIELLO, CLAUDIA A. JULIETA Miraved
16593379 30,422,512 SIX FOUR
Miserendino, DIEGO. SEVEN
FAVERO 33827521 MOLINA, PATRICIA 29773071
FOUR 20311 CECIL MONDACA
MISSING MONK LEVEL LEVEL NON SILVIA 30,336,341
Monterisi, MA. FAILURE LEVEL
277741007 CLARA MONTES, JOSE MANUEL 27,416,004
LACK LEVEL LOT SIX
FACUNDO 35314238 20818 MORA JOSE MARIA MORENO
FAILURE LEVEL, JOSEFINA 33,908,337 T. FIVE
Ricardo Moyano MURAD
25716209 ANDREW LACK LEVEL FOUR
29,442,836 MURIAS, MA. BELEN
Ninn 33,468,007 FIVE MISSING LEVEL MACARENA 34217395 26901322 ILLEGIBLE
NUÑEZ ALDO. STUDENTS SHOULD REWRITE THIS CONSIDERATION. IF YOU ARE HEREBY reprehensible. Olloqui
LEVEL MISSING BIRTH DANIELA 17,150
ONTIVEROS, PRAY GABRIELA
FOUR 27873122, 27741388 FAULT LEVEL MELINA
ORELLANO, CEFERINO EIGHT 31,958,354
ORIONE 22,023,030 SILVIA SILVIA Paccini
FAILURE LEVEL LEVEL NON
14728 CLAUDIA LOADERS. 20633279 FERNANDO PANASCI
FOUR FOUR
PATANCHÓN 30,006,278, 31,825,878 SERGIO LEVEL MISSING PEACE
MENA, MARIA BELEN PEREYRA 34,462,496 FIVE
, EVA V. 23,245,189 FIVE
Pi de la Serra, MARY VICTO REPORTED NO-NO DISCUSSION FOLLOWED THE
PIURA, Florence. FAILURE LEVEL 29751694. IF YOU DO NOT WRITE in an intelligible form WILL NOT BE ACCEPTED FOR REVIEW Recuperatorios. POLO
LUCAS. FAILURE LEVEL
32432652 PONCE, MARIAN. SEVEN
28879123 PRIETO, ROMINA 33,866,710
PUGLIESE FOUR LIGHT. NINE 34564421 RAMIREZ
STEFANIA Laudani. FAILURE LEVEL
31305786 RAMOS CLAUDIA LACK LEVEL 25,635,306
REBOL, Maria Belen. 18472 SEVEN
REGUERA, STELLA MARIS 14,394,365
LACK LEVEL LEVEL MISSING RODRIGUEZ CLARA
20560 RODRIGUEZ, MERCEDES. ROJAS JOSE 34500855 21,802,244
EIGHT LEVEL FAILURE
ROJAS, ESTELA ROSANA ROMERO 20065349 FIVE
Maisonave, VALERIA 31,570,375 LEVEL MISSING MARIA JULIA
Rubella. FOUR
SAFONT 33670126 RODRIGUEZ, ROCIO A. EIGHT
SAINI 34500089, 31505442 FLORENCE LACK LEVEL
SÁNCHEZ, DANIEL MATIAS. FACUNDO SANDOVAL 32917797 34180746
SEVEN FOUR MISSING
SBROCCHI VANESA 3866639 34,577,401 LEVEL SIX Natalia Scaglia

SEGU, FEDERICO SUAREZ SIGAL
33103451 FOUR FAILURE LEVEL ROCIO
33219458 SANDRA SILVA SUSANA. SEVEN
30908954 SILVA, WANDA 30,060,871
SORIA LEVEL FAILURE, FAILURE LEVEL
CRISTINA SOSA 20594713, NADIA S. SPALLETTI 21,023
SEVEN MISSING
STACI NATALIA 33912656 LEVEL FAILURE LEVEL SIX
STORTI
19465 FRANCO SUAREZ, GUSTAVO DARÍO 14,393,109 FAILURE LEVEL JOSE SWIDZINSKI
. FOUR
Talarn 10506484 SEBASTIAN R. FAILURE LEVEL TAMBURINI
25598453 MARIA PIA. FAILURE LEVEL
20040075 TONTO, MANUEL 25312206 LEVEL FAILURE
URIAGUERECA, MAITE. FAILURE LEVEL 29909724
URIARTE, LUCIA FOUR
33,912,062 VALLEJOS, EDGARDO VAZQUEZ
LEVEL FAILURE 17.298/00, PAOLA NATALIA 28413083 FOUR FOUR

Vezzi VIDAL, 17.411/00 CARLOS JOSEFINA Villani
FAILURE LEVEL LEVEL NON
29141430 GABRIELA VILLEGAS 18034 FAILURE LEVEL LIVING
EZEQUIEL DARIO
34469563 WALSH JOHN LACK LEVEL LEVEL NON
STEVEN WOLFF, FREDERICK 33102733 FOUR
WOSZCZYNA Jesica M. SEVEN
33413844 ZAMORA, JORGE 12,070,285

LACK LEVEL REVIEW WEDNESDAY 11 MAY TO 18 HOURS .-

COMMUNICATE TO STUDENTS NUÑEZ ALDO, DNI 26901322 YOUR CONSIDERATION HAS BEEN CONSIDERED IF ILLEGIBLE TEST IS INTENDED TO YOUR CORRECTED, THIS STUDENT MUST CONTACT THE OWNER TO REWRITE YOUR CONSIDERATION ON THE BASIS OF A COPY OF IT. IF YOU PUT IN CONTACT TO BE PRESENTARWSE Recuperatorios, reprehensible IN FIRST PART.

Monday, April 25, 2011

Earthquake Of San Francisco Amplifier Pa 4030

RELATIONSHIP CAPITAL SOCIAL PURPOSE. Undercapitalisation

SUBJECT REGARDING SOCIAL CAPITAL. Undercapitalisation


Synthesis of a longer article on the subject .- Maria Barrau




I. .- SOCIAL CAPITAL RATIO OBJECT
different postures
debate whether social capital should be required to comply with the objects from the time of creation. That is, if the agency comptroller is empowered to deny registration to a society on the grounds that social capital is insufficient to develop the social order or it is outside the orbit of the agency comptroller to be a question of responsibility of partners and managers. The first way was resolved among others to vote on Veca Butty Construction [1]

In this case it was held that the purpose is defining all the activities that the partners intend to meet under the corporate name and therefore should be kept necessary relationship to social capital, while all ordained member contributions to the achievement of this goal. Thus it follows that social capital disproportionately small in magnitude ex origine determine the impossibility of fulfilling the order, which must be factually possible, as pointed out.

Similarly resolved in cars stop Ceretti Ditto SA Roberto c-s-regular [2].

In 2003 the General Inspectorate of Justice registered a company for not maintaining the relationship between social capital and the object [3].

The General inspection of Justice for resolution 9 of 2004 has established that the social order as a set of activities shall keep reasonable relationship to social capital. [4]



The current resolution of the General Inspectorate of Justice maintains the same approach with the following words "Article 66 .- The object must be unique and reference be determined accurately and through concrete and specific description of the activities that contribute to its effective achievement. It is permissible to include other activities, also described in a precise and determined, only if they are related, accessory and / or complementary activities that lead to the development of social order. All the activities described should be kept reasonable relationship to social capital. "

Numerous authors advocate mandatory correlation between social capital and social order. [5]

The House Civil and Commercial Santa Fe had the opportunity to be issued stating that the object relationship and social capital is embodied in current corporate law in Article 94 paragraph 4 of Law 19,550, which includes the grounds for dissolution of the company's failure to achieve the purpose for which it was constituted, as well as the social capital under Article 11 inc. 4 has recognized various functions of productivity, positioning and security partner. Social capital is the counterpart of the limitation of liability, the partner, a limitation that is considered a privilege, that privilege requires that members provide sufficient funds for its mission, for without a proper social capital the unique benefit of limitation of liability is unfounded. [6]

Some authors state that sufficient capitalization of society should be given at the time of its establishment and thereafter for the life of society, thus to avoid insolvency .

The X National Congress of Corporate Law (La Falda, Córdoba-October 2007) was discussed at two panels this issue, finding the doctrine divided.

Vitolo said that the capital adequacy due to corporate activity is an assumption of fact which must be analyzed from two basic principles the case and the rules of reason. Must converge to an identity between the legal concept of social capital and the accounting concept of capital account. Must enshrine the principle that everything that enters the capital account is accounting [7]



Our position is at odds since they do not see any rule referenced in the company law or the draft reform, the capital-like objects to express to the paper we presented at the National Conference on Corporate Law in tribute to Professor Henry M. Butty. [8]

The first article, the law defines commercial society without mentioning the social-capital ratio objects. In

Article 11 of the same law makes it mandatory to determine the social capital and social order must be precise and specific.

Article 186 of the Act itself establishes a minimum share capital for the formation of corporations, noting that that figure may be increased by the executive, without reference or indication that capital should be linked to the social order .

believe that the problem is solved by applying the rules responzabilizatorias that the law has.

At the orbit of the Province of Buenos Aires is not requested such a relationship. It permits the creation of a limited company with capital of at least twelve thousand pesos or a limited liability company with lower amount, regardless of the magnitude of the social order.





II. Standards that protect the sanctity of social capital. PROTECTION OF THIRD



law within society, there are a set of rules to protect the sanctity of social capital (see specifically articles 39, 53, 68, 71, 187, 205, 206, 220).



Article 32 of the LS is no incorporation of companies or increasing capital through mutual interests.

Article 39. the LS Contributions can only consist of specific assets subject to execution or enforcement of joint stock companies and limited liability companies.



Article 50. Differentiation of services ancillary to the contributions to society.



Article 53. Need for approval by the authority of Comptroller of the valuation of non-cash assets supplied to corporations. It also states that social capital plays a productive role in addition to the warranty, admitted on the basis of this production function the contribution of all types of property in certain types of companies. In the reform bill the law of commercial companies that adopted the kind of simplified corporation, following this approach [9]



Article 68. Prohibits the distribution of dividends to shareholders, if they do not come from earnings, and fluid balance resulted from an assembly or meeting approved by members.



Article 70. Obligations to society to make legal reserves should reach 20% of social capital [10].



Article 71. Prohibits the distribution of profits until the losses are not covered in previous years.



Article 186. Sets the obligation to take all the capital at the time of establishing the contract. Social capital so that there should be no subscription commitment.



Article 188. Registration records the failure of social capital to increase their subscription. Article 186 establishes that in this chapter, social capital and subscribed capital are used interchangeably. With these articles, the law itself slogan that there can be social capital if there is no subscription commitment, being authorized administrator or trustee in bankruptcy to enforce.



Article 187 Obligation to integrate the entire non-cash capital at the time of subscription.



Article 202 enshrines the invalidity of the issuance of shares below par.



Article 205 provides for the possibility of capital reduction for losses incurred for the purpose of restoring the balance between capital and equity.



Article 206 obligates the company to reduce capital when losses exceed the reserves and 50% of social capital [11].



Article 220 Failure of society to acquire its own shares.



Article 222 prohibits the company receive shares as collateral.



Section 223 authorizes the redemption of shares and realized net profits. Is



Cervini that all these cases tend to illustrate the concept of basic nominal or indirect guarantee that covers the law objectively merit of the unavailability of capital accounting. [12]

In German law is not supported to enable partners to be released from its obligation to comply with the contribution. Against the company's credit is not acceptable compensation. This rule is quite different from ours, which can compensate for what a company owes inbonis still serious difficulties economic, as the chances of recovery are unequal and therefore we could say that we find ourselves talking about a currency or other amount. [13]





III.
undercapitalisation


In all conferences of recent years have been discussed undercapitalization. From the etymological point of view is the lack of capital. This term has been used both to describe the capital adequacy in relation to the object as to describe the situation of insolvency that society suffers when the estate is insufficient to meet payments to creditors. The first is described as native and second as derived.

In that sense it has considered any disproportion undercapitalisation clearly measurable or verifiable, the magnitude of liability set out statutory capital and the level of business risk in each case is scheduled to achieve the purpose. It is also said that a society is undercapitalized when capital or equity are not sufficient for the kind and volume of business planned or actually carried out, respecting the financing methods and without resort to third-party claims to cover financing needs medium or long term. [14]

A undercapitalisation difference between material and formal. In the first, the society is devoid of input from partners and external resources while the second partner to provide credit to finance the company from a position of creditors. Following this scheme, the German doctrine distinguishes nominal capitalization capitalization material. The first relates to the classification as such capital contributions that have the appearance of another title, the second, equity is not sufficient to satisfy the type and extent of actual economic activity or purpose, financial needs of medium and long term which may not normally be covered credits to third parties. [15] For some doctrinal

undercapitalization occurs when the capital falls into the habit of failure in relation to the object doing the act establishing the contract voidable. [16] is empowered his agency's comptroller control [17]. Others hold the opposite doctrine stating that the company is financed with own funds and third party funds. [18] Vitolo said that mechanisms should be established legislatively reviewed and updated annually, minimum amounts of capital. [19]

has been said in this connection that the equity of a company is made up of contributions from partners, reserves and retained earnings, is available to the company has no time limit, is the venture capital, and therefore liable for social liabilities.

The equity gap, replaced by external financing, creditors moved to a proportional share of the risk.

In our country, and voices have been heard on undercapitalization. Miguel Araya in the Congress on Corporate Law of Mar del Plata-1995, we said "It should rethink the notion of social capital as the corresponding attribute functions, assuming the traditional criteria established in our company law is in crisis, with the conception in 1972 Orthodox social capital. We find that the economic reality shows us that the companies have two big funds, equity and borrowed funds.

A commission discussed deeply the problem of social capital in the Congress in Buenos Aires, September 1998.

The issue is not so simple because the societies in many cases working with others with equity and debt capital. In that case you should analyze the debt ratio of each company to consider if you are undercapitalized.

has said in several meetings that there should be an obligation of partners and managers to control the balanced development of social capital on the corporate spin and indebtedness. [20] Existing contrahendo blame [21]. is hereby imposed at the discretion of the partners is as shared responsibility for the generation of partners and managers in case of failure [22]

Congress in Corporate Law Rosario-2001, Dr. Ernesto Daniel Balls said in his speech that "The function must have the guarantee that social capital is not satisfied. It plans to begin talking about social equity and limit their reductions through the use of maximum levels of indebtedness. Indicates that the causes that lead to question the ability of social capital to meet the guarantee function are basically two a) the solvency society is measured in terms of equity, b) is not appropriate to impose absolute limits, but given the diversity of societies is better to speak of limits on. "[23] considers that in equity have two major groups that are reserves and undistributed results. Required reserves are unavailable so not add anything in the scheme that arises, but with the voluntary reserves which are available by members, similar to retained earnings or undistributed. The proposal is that the minimum capital is equity and is in relation to the asset, and varies in each case, establishing a maximum rate of borrowing whereby members could no longer remove utilities and other index in which the company should be dissolved.

undercapitalization The consequences are disastrous for the overall economy and the liability, the creditors. Today it is the parties outside the corporate money which bear the brunt of undercapitalization.

determine when a company is undercapitalized is very complex, there are no specific rules to establish and should be considered each individual case, it is elemental to know exactly what this concept, all accountability factor.



believe that as important is to set precise limits to which society can work with equity capital and as far as you can with foreign capital. We believe the company is able to develop the social order, to the extent that the partners want to give it. We believe that the registration authority should not control the capital object, but an issue of accountability. We see the common pledge of creditors in equity and not in the capital.



IV. LIABILITY AND undercapitalisation



here is for the question of whether there are grounds to hold the members by the mere fact that the company is undercapitalized, or because the contributions to replace benefits that do not enter the capital at risk, or must hold those who caused the risk to undertake activities without bringing to society rather than an irrelevant and inappropriate material support to the magnitude risk, or for businesses that were undertaken.

German doctrine cited by Manóvil, discusses what level of capitalization will create liability for the partners and whether their case should be limited to qualified capitalization. This characterization is given by the visibility and importance of that, and it is necessary to establish boundaries between their own and other capital with which must have. To evaluate these aspects should be considered the following items) Size of business activity, b) Type of business and industry, c) financial plan and methods of delivery chosen, d) Ability to be receiving credit in the market. Raiser said that the need for a qualified capitalization, recently justified liability where the capital shortfall is substantial and obvious to the insider. [24]

Manóvil also states that there must be a causal link between the capitalization and insolvency of the company without going into default. The assumptions that have been accepted in Germany are scarce jurisprudencialmente [25].

Some German courts considered that responsibility for capitalization has become justiciable matter [26].

German doctrine discussed whether we have a subjective theory of liability, whether there was negligence on the part of partners or corporate bodies, or an assumption of liability. [27]

also analyzes its scope: if you answer only the difference between the company's capital and equity capital that must be provided with or without limit, social liabilities. Rafael Mariano Manóvil enlisted in the second proposal. [28]

Another issue that arises is the subject to respond: the doctrinal view that the partners have no influence on corporate management should not respond, ie the liability is limited to members with power of decision. [29]

German law considers that if the capitalization is originally meet all partners [30]. By contrast, if a survivor subacapitalizacion, respond those who can do it, did not correct the defect with new contributions, and who has undertaken an expansion of activities without giving the company the means to do so. [31]

In short, Manóvil considers that although the rules of Argentine law is less prescriptive than those of German law, respond to identical principles. The limitation of liability allowed in some types of companies provided to equip society with a realistic risk its own capital and adequate social activity and serve as a guarantee to the legal and economic world where it is inserted. Regulatory support in the art. 2 of the Societies Act.

-capitalization is a resource for good faith and violating the rights of others [32]. Manóvil believes that our right to be valued aspects such as the existence of a subjective factor allocation, scope of responsibility still applying the first paragraph of art. 54 of the Societies Act and the precision with which one must understand of risk capital. This will be considered as such contributions or increases the initial capital, ancillary services, retained earnings, reserve training, and behavior of shareholders and partners in the dynamics of social life in terms of dividends. [33 ]

undercapitalization Niseen states that allows it to be accountable to partners and controlling.

a) If the original was undercapitalization this is from the very constitution of society, all shareholders must be held accountable social obligations without the possibility of availing itself of the limitation of responsibility ..

B) If undercapitalization has been the survivor, the unenforceability of the benefit of the limitation of liability is directly applied to the controlling partners, whose definition is imposed by Article 33 inc 1 and 2 of Law 19550. It's when as members of the board of directors or as members of the majority of social capital, are able to successfully navigate the legal avenues for the influx of shareholders of the funds required to capitalize the company.

c) The above exceptions do not change with respect to non-controlling shareholders, to the extent that in the functioning of society they can and need to know the economic and financial situation of the society. The application will not be automatic in this case. Would have to see the conduct of outside shareholders against the approval of the balance sheets and capital increase request could have done or management directory, which is similar legislation in the provisions of art. 274 in fine of the Companies Act. [34]

Richard Hugo says that according to the type of society, we must analyze the situations in which limits the liability of members and if there is an abuse of technical means if only lack of planning or capitalization. With respect to managers, will be in cases of illegality of their conduct (intentional conduct that creates liability or negligent as negligence, incompetence or negligence [35]), Cristian said that corporate undercapitalization not in Argentine law institute of identity, it does not apply to art. 54 para. 3 of the LS, in any case the solution should be sought by way of the liability of directors or the dissolution of the social body. [36]

Niseen states that "The society undercapitalisation opens the door to demand accountability equity partners. Otherwise is to privilege the dogmas of the human being. [37] "To Vergara del Carril, the risks of undercapitalization not go through the assets are other factors taken into account as the asset structure of society, its debt ratio, the cost of financing its own cash generation, investment policy and working capital that has nothing to do with the nominal capital. [38 ]

Tilli Lopez believes that the problem is not in the limitation of liability as to enable the corporate and bankruptcy law to transfer the risk to creditors. [39]

The jurisprudence of the work has been responsible for a undercapitalized company managers and associates [40]. Guibourg ruled that "The regime of limited liability companies is to facilitate productive investment by allowing the trader to risk in the capital only designated company without compromising the rest of their personal wealth. This facility however, can not become a means to defraud the interests of third parties.
is clear that an LLC may be in financial difficulty: it is precisely for this course has provided limited liability, so they can run and still be declared bankrupt without the rest of the assets of its members is affected. But articles 54, 59, 157 and 274 of the Companies Act establishing joint liability of partners and managers in certain exceptional cases that should be: When you use the form of company as a mere means to violate the law, public order or good faith or to frustrate the rights of others, as happens in the event of absence or deficiency in the register of the employment relationship (Case No. 73685 of 11/4/1997 in re "Delgadillo Linares, Adela c / Shatell SA and other s / dismissal). Now all this institutional arrangement is that the capital budget which is equipped SRL-normal limit of liability of its partners, is sufficient to support its business. There is a minimum capital for the establishment of a company if that requirement is met can be formed, it is not given to the administrative authority to predict what should be the future of the company money. It is the responsibility of own partners maintain a reasonable relationship between the real money and the capital with which the Assembly is provided with: in other words, what is presented in the market as a strong and prosperous company can cover the almost total credit to meet the obligations. Of course, that fact remains on the irrelevance while the company actually has enough assets to serve common security of its creditors. When these are lacking, and even more so when they disappear or are owned by third parties outside the rotation of society, creditors find that the limit of liability of the partners, established themselves near the legal minimum amount appears disproportionate not simply with debts but with their own line of business in normal times. This condition is aggravated when the creditors are dependent workers of society, because job seekers are not able, as usually happens with the merchants, taking into account the social capital of the company you hire. In this special case, this disproportion is demonstrated by the value reached by the social security contributions when they were transferred. If society is the legal minimum capital, later transferred membership fees for a higher price and at a time to meet business debts has no personal property, this indicates a behavior fit into the Articles 54, 59, 157 and 274 of Law 19550.

We believe that heritage is the common pledge of creditors. What is important to establish precise limits to which society can work with equity capital and outside capital.



Is Article 54 of the Societies Act in section three of this course whenever and controlling partners liable for all damages caused by his fraud or negligence against third parties.

argue that we have a subjective theory of liability, because the company must have adequate equity capital to carry out the object proposed.

it is important to take into consideration that there is accountability there must be a fault, a damage and a causal link or bridge plate between the event of damage (fault and damage). There alleged

accountability to managers or partners in the art. 206 of the Companies Act to the case of mandatory reduction of social capital that is known by the directors or partners and they do not comply with the law tends to protect third parties to publicize.



Thus, to engage in social activities should maintain a suitable social heritage or is not grossly inadequate and it may dismiss the socialite when no such requirements had been met. Hence, the first paragraph of art. 54 of the Societies Act establishes joint and several liability of controlling shareholders or to compensate any damage occurred to the company for fraud or negligence.

Coinciding with the German doctrine, we believe that managers should be liable to the extent which they have undertaken activities to which the company does not have sufficient assets. This responsibility arises from Articles 59, 274 and related provisions of the Societies Act.

With respect to the liability of partners, we believe, in this case must apply the provisions of Article 54 of the Corporations Law in its third paragraph. According to it, answer the partners who have known and had power to decide on the activity, who have consented to the acts done and



V. Undercapitalization AND THE COLLAPSE OF SOCIETY



can arise While the liability of the members of the art. 39 inc 6 of Law 24522, it does not specifically address the issue of whether society undercapitalization is advised when it is in a state of insolvency (the company has no assets to meet its capital debt and insufficient sample to answer for the liabilities). It is the duty of the trustee in case of companies, indicate whether the members made their contributions and whether there is liability that they can be held. The trustee should only evaluate the integration of the contributions subscribed. A wider stance would say that the liquidator should report all cases in which the sum of the contributions was not enough for the activity or persecuted. Consequently, members respond to the insolvency of the difference between actual capital contributed and that necessary for the development of specific business activity. [41] According to Ricardo Niseen

rule should be interpreted more compatible with art.175 24522 law regarding liability actions against the members limited liability, whose legal standing for the trustee. Notwithstanding the foregoing, we note that the majority believes that doctrine should apply the art.54 of the Societies Act. [42] In contrast, Nissen

believes that such an article dismisses the interpretation of these actions limited liability damage occurred to the entity for negligence or fraud of the partners or controlling, but refers to the damage suffered by third parties against whom the reference level of responsibility assumed by the partners is relevant data from all points of view. It could take care to limited partners liable if they do not have made the payments necessary for the development of concrete and real business activity.

Of the art .. 513 and 902 of the Civil Code can be inferred that the failure to capitalize the company is negligence of the partners.

Niseen Stresses that the Decree No. 1084-91, Company Law 101990 English sports has devoted to this solution requires that these companies should have a capital that it represents half the average of the costs incurred in the past three years, plus existing liabilities at the end of this season. This approach followed the draft Corporations sports in our country. [43]

For cases of bankruptcy cases could apply for extension of art. 161, 24522 law [44].







--------------------------------- -----------------------------------------------

[ 1] Construction Srl JdeReg Veca, 80 / 06/30. If the object defines the set of activities that the partners intend to meet under the corporate name, then saved ratio commensurate with the capital needed, while all ordained member contributions to the achievement of that end, what it follows that a disproportionately small share capital in its magnitude determined former originates from the inability to meet the object, which must, in essence, be factually possible, as pointed out. 2. While it is true that the subsequent action of the corporate life determine the unfolding of social capital and assets, mismatched, with more than likely increase assets, social assets conceived as cash, the capital, with the result of answering the society in the third and comply with the order, rather than the equity capital it is also true that the court of the legality of the social constitution then it will not dispense with the analysis of the possibility of fulfilling the object with the capital originally assigned social, single parameter apprehensive, being the capital is mention of law enforcement to constituents, and has obvious instrumental effect as law as prescriptive political environment does not end in itself. 3. No obstacle is the requirement of a proper social capital in order that the company intends to develop, the fact that Law No. 19550 has not reissued the minimum capital requirement by law 11645 content. Nothing says the preamble explicitly about it, but the reference to a greater extent does not necessarily follow that it includes the permissibility of capital minimal. 4. Authoritative doctrine postulates the abandonment of minimum capital for companies, just because the inflationary process would eventually allow otherwise meager capital attributed to the formation of societies minimum economic consistency, or expressly state that the abolition of minimum threshold does not in any way enable partners to provide meager amounts of social capital. 5. No matter giving rise to the largest number of companies, but they are viable, have the means to ensure their future life thrives. 6. It seems obvious that the technique as a way of limiting corporate liability and to facilitate or promote more legal action is contingent plural: just go over three thousand years of historical memory in the western world. 7. If the use of corporate technology is contingent means to abide in economics, this split mind neither more nor less than being two companies in the reality of the facts, generating seemingly empty, economically unnecessary entitative drive, and it does not seems intended by the law that has left the possibility of the exercise subsistent individual trade. 8. What has been termed "quantitative consideration" of objects makes both the reality of the corporate entity, wanted by the law against the implementation of the limitation of liability, the prestige of corporate technology, which in the case of some types (corporations and limited liability) could judged almost reduced to a minimum in the Plaza Argentina.



[2] CNCom., Room E 1987/08/24, Roberto c Ceretti cease-Ditto SA

s-regular [3] General Inspectorate of Justice, "Gaitan, Barugel. SRL Associates. " 2003/11/04

[4] General Inspectorate of Justice.

resolution 2004/12 [5] G. FERNANDO D'ALESSANDRO, www.societario.com Reference No. 12522. Electronic Journal of Corporate Law No. 37 - April 2009

[6] CNCiv and Com Santa Fe, Room II, 2006/04/2, Bocca SA s-Registration.

[7] Vitolo, DANIEL ROQUE The phenomenon of undercapitalization corporate t III p. 307. IX Argentine Congress on Corporate and V Latin American Congress of corporate law and business

[8] BARRAU, MARIA. Capital Value Property-undercapitalization. National Conference on Corporate Law in tribute to Professor Henry M. Butty. pg. 135. 2007

[9]. ARAYA, MIGUEL C, Rethinking the concept of social capital. VI Argentine Congress of Corporate Law. TII. p. 284, Ed Ad Hoc.

1995 [10]. Silveyra, MIGUEL MARIA feasibility of including the shares without nominal value in our legal system in light of the rethinking of the concept of social capital. VII Argentine Congress on Corporate t III. Buenos Aires 1998 p.231

[11]. ] NISSEN, RICHARD A Current Overview of Corporate Law. p 24/25 Ed Ad Hoc.

[12]. CERVINI, FRANCISCO J., Crisis of Social Capital as Collateral (for the third and as a reference for investors) VII Argentine Congress on Corporate t.III. p.176, Buenos Aires 1998.

[13]]. MANÓVIL, RAFAEL MARIANO, Responsibility of the Partners for lack of equity. Current Notebook Business Law. p. Depalma Ed 612 1996.

[14] CHRISTIAN, JOSÉ MARÍA; GERESIN, MARIA ISABEL and Prone, JAVIER, undercapitalization and unenforceable "TIII page. 549 Eighth Congress of Corporate Law, IV Ibero-American Congress Corporate Law and Business. Rosario, 2001. Buenos Aires, Rubinzal Culzoni Editors,

[15] MANÓVIL, RAFAEL MARIANO, Responsibility of the Partners for lack of equity, List of Current Business Law, p. 621Ed. Depalma, 1996

[16] CASH, WILLIAM, undercapitalization as invalidating the constitutive act, XI Argentine Congress on Corporate and VII Latin American Congress on Corporate Law and Business, p. III t 301 Ed Foundation for Research and Development of Legal Science. LEON ADOLFO BONILLA, undercapitalization corporate, liability assumptions, t III, pg. 129, VIII Argentine Congress on Corporate and IV Iberoamerican Congress of corporate law and business, RICARDO NISEEN AUGUST, Infra capitalization of business enterprises, abuse of rights and responsibilities of members and controlling, t III, pg. 187 VIII Argentine Congress on Corporate and

IV Iberoamerican Congress of corporate law and business, DANIEL BALL, The relationship social capital - social order t II, p. .. 243X Argentine Congress on Corporate and VI Latin American Congress of corporate law and business, CRACOGNA, DANIEL capital in commercial companies, t II, pg. 267 X Argentine Congress on Corporate and VI Latin American Congress of corporate law and business, Kulm DAVID A, relationship between social capital and the legitimacy to order watchdog, t II, pg. 293X Argentine Congress on Corporate and VI Latin American Congress of corporate law and business, NISEEN RICARDO, is essential for the purpose of allowing the effectiveness of the principles of productivity and security to meet the social capital in a commercial enterprise, preserving insensitive relationship between this and the social order t II, p. 359X Argentine Congress on Corporate and VI Latin American Congress of corporate law and business, PUCCIO MARIANO, PUCCIO MONICA, the fit between social capital and social order, t II , pg. 373X Argentine Congress on Corporate and VI Latin American Congress corporate law and business, RECIO JUAN IGNACIO, GUIERRI FEDERICO ALBERTO, issues concerning the relationship between capital and the object of commercial companies, t II, pg. 373X Argentine Congress on Corporate and VI Latin American Congress of corporate law and business.



[17] STIRPARO MARTHA LILIANA, Relationship Between Social Capital and the object, evaluation by the control authorities, t II, pg. 417 X Argentine Congress on Corporate and VI Latin American Congress of corporate law and business, LEON ADOLFO BONILLA, t III, pg. 129 VII Argentine Congress on Corporate and IV Iberoamerican Congress of corporate law and enterprise

[18] Tilli ADOLFO LOPEZ, undercapitalization, t II, p. 305 X Argentine Congress on Corporate and VI Latin American Congress of corporate law and business, triols LUIS should practice eliminated the minimum capital requirement and the requirements of fitness between minimum capital and the social order t II, pg. 421 X Argentine Congress on Corporate and VI Latin American Congress of corporate law and business

[19] Vitolo, DANIEL R, The establishment of minimum capital as a gateway to a differentiated accountability system and a possible differential liability regime , XI Argentine Congress on Corporate and VII Ibero-American Congress and Corporate Law Enterprise, t III p. 327 Ed Foundation for Research and Development of Legal Science.

[20] PURR PAUL ALEXANDER, The relationship between corporate law and corporate market in the infrcapitalizacion, t II, p. 397X Corporate Law Argentine Congress and VI Latin American Congress of corporate law and business

[21] ABDALA MARTIN, Liability of directors for undercapitalised t II p. 556, XICongreso Argentine Corporate Law and VII Latin American Congress of corporate law and business



[22] RHCHARD EFRAIN, capital-order regulation., RICARDO RUIZ ALBERTO, accountability of managers and corporate partners for undercapitalization, TIII VIII Argentine Congress on Corporate yIV Iberoamerican Congress of corporate law and business



[23]. BALLS. ERNESTO DANIEL, The repeal of the capital. p. 91. VIII Argentine Congress on Corporate

[24]. MANÓVIL, RAFAEL MARIANO, Responsibility of the Partners for lack of equity, List of Current Business Law, p. 621 Ed Depalma, 1996

[25]. MANÓVIL, RAFAEL MARIANO, Responsibility of the Partners for lack of equity, List of Current Business Law, p. 622 Ed Depalma, 1996

[26] [MANÓVIL, RAFAEL MARIANO, Responsibility Partners for lack of equity, List of Current Business Law, p. 623Ed. Depalma, 1996

[27]. MANÓVIL, RAFAEL MARIANO, Responsibility of the Partners for lack of equity, List of Current Business Law, p. 625 Ed Depalma, 1996

[28]. MANÓVIL, RAFAEL MARIANO, Responsibility of the Partners for lack of equity, List of Current Business Law, p. 627 Ed Depalma, 1996

[29]. MANÓVIL, RAFAEL MARIANO, Responsibility of the Partners for lack of equity, List of Current Business Law, p. 627 Ed Depalma, 1996

[30]. MANÓVIL, RAFAEL MARIANO, Responsibility Partners for lack of equity, List of Current Business Law, p. 627Ed. Depalma, 1996

[31]. MANÓVIL, RAFAEL MARIANO, Responsibility of the Partners for lack of equity, List of Current Business Law, p. 627 Ed Depalma, 1996.

[32]. MANÓVIL, RAFAEL MARIANO, Responsibility of the Partners for lack of equity, List of Current Business Law, p. 628Ed. Depalma, 1996, CASH, WILLIAM, undercapitalization as invalidating the constitutive act, XI Argentine Congress on Corporate and VII Latin American Congress on Corporate Law and Business, p. III t 309 Ed Foundation for Research and Development Legal Science

[33]. MANÓVIL, RAFAEL MARIANO, Responsibility of the Partners for lack of equity, List of Current Business Law, p. 629 Ed Depalma, 1996

[34] NISEEN, RICARDO, overview of Corporate Law, p.30 Ed Ad Hoc 2000.

[35] RICHARD HUGO, Corporate Insolvency, III Argentine Congress of Bankruptcy Law Ad Hoc p.338 Ed.

[36] CHRISTIAN JOSE MARIA, MARIA ISABEL Feresin, prone JAVIER, undercapitalization and Unenforceability, t III, pg. 187 VIII Argentine Congress on Corporate and IV Iberoamerican Congress of corporate law and business

[37] NISEEN, RICARDO. Current Outlook Corporate Law, p.30 Ed Ad Hoc 2000. CNCivil. Room D 5'12'97 · G of P. CG.A. and GI and other

[38] Vergara del Carril, DANIEL, corporate undercapitalization not depend on the nominal capital but its ownership structure and maintenance of certain financial relationships. t III, p. 307. IX Argentine Congress on Corporate and V Latin American Congress of corporate law and business

[39] Tilli LOPEZ, ALEJANDRO, undercapitalization is not the problem. Inability of our legal system to ensure efficient risk shifting, XI Argentine Congress on Corporate and VII Latin American Congress on Corporate Law and Business, p. III t Ed 311 Foundation for Research and Development of Legal Science.

[40] S.90.169 CAUSE 11.425/2005 - 'Arancibia Nora and others vs Ricardo Rodríguez Marcos and other s / execution of work credits' - CNTrab - Room III - 2008/09/22.

[41]. Badola, CLAUDIA MARIA, PAOLA JELONCHE HEBE, Liability of partners with limited liability undercapitalization of the bankrupt company, the Argentine and Latin American Bankruptcy Law. Ad Hoc T III p.351 1997.

[42]. NISEEN, RICARDO, overview of Corporate Law, p.31 Ed Ad Hoc 2000.

[43]. NISEEN, RICARDO, overview of Corporate Law, p.31 Ed Ad Hoc 2000.

[44]. MANÓVIL, RAFAEL MARIANO, Responsibility of the Partners for lack of equity, List of Current Business Law, p. 628 Ed Depalma, 1996

Prom Dress Walden Galeria Mall Bufalo

testing schedule. ENDNOTES

COMMUNICATE TO STUDENTS THAT THE TIME OF TESTING TO FILE CIVIL AND COMMERCIAL COMPANY IS A FOURTEEN HOURS (14 HS) on the dates fixed, UNLESS IN SPECIAL EVENT WILL ANY ADVISE OTHERWISE. LUDOVICO RICARDO GULMINELLI.