Distintos tipos de sociedades: civil, colectiva, de responsabilidad limitada y unipersonal

La mayoría de las personas que se lanzan a emprender en España son especialistas en una actividad determinada y concreta, pero no necesariamente son expertos en gestión empresarial. Vamos a recoger en una serie de artículos los conceptos esenciales que necesita conocer un futuro emprendedor o un gestor actual de pequeñas y medianas empresas. Tiene un enfoque didáctico, actual y sobre todo práctico. En este artículo hablaremos de distintos tipos de sociedades, dejando la anónima para otra ocasión por su complejidad.

 

La sociedad civil es un contrato por el que dos o más personas ponen en común un capital con el propósito de repartir ganancias entre ellas.

Las principales características de estas sociedades son:

  1. a) Pueden existir socios industriales.
  2. b) El capital estará formado por las aportaciones de los socios. Estas aportaciones pueden consistir tanto en dinero, como en bienes.
  3. c) No existe un capital mínimo, ni máximo.
  4. d) El número mínimo de socios ha de ser de dos.
  5. e) Los socios responden frente a las deudas de forma ilimitada.
  6. f) La personalidad jurídica propia estará en función de que sus pactos tengan o no carácter público o secreto.
  7. g) Se regirán por las disposiciones de las comunidades de bienes cuando los pactos sean secretos.

Los trámites necesarios para poder realizar la actividad por la sociedad civil son:

  1. a) Escritura pública ente notario, que solo será necesario en el caso de que se hayan aportado muebles inmuebles o derechos reales.
  2. b) Será necesario solicitar ante Hacienda:

– El Código de identificación fiscal.

– Pagar el impuesto sobre transmisiones patrimoniales y actos jurídicos documentados.

– Y realizar la declaración censal.

  1. c) En cuanto a la Tesorería Territorial de la seguridad social, serán requisitos necesarios:

– Alta en el régimen correspondiente.

– Suscripción de la empresa.

– Alta en cobertura de riesgos de accidentes de trabajo y enfermedad.

– Alta de los trabajadores.

  1. d) En la dirección provincial de la Seguridad Social deben realizarse los siguientes trámites:

– Obtención y legalización del libro de trabajo.

– Obtención y legalización del libro de Matrícula.

– Obtención del calendario laboral.

 

Sociedad Colectiva

Las sociedades colectivas son unas sociedades de carácter personalistas, que funcionan en nombre colectivo de todos los socios y bajo su responsabilidad ilimitada y solidaria.

Como características de esta sociedad podremos establecer:

  1. a) Debe estar formada por dos o más socios.
  2. b) No existe mínimo o máximo legal para la cifra de capital social.
  3. c) Es una sociedad donde cada socio, antes de entrar a formar parte de la sociedad debe cumplir unas características impuestas por los demás socios.
  4. d) Es una sociedad de trabajo o gestión colectiva.
  5. e) La gestión y administración es realizada por los administradores nombrados por la sociedad o todos los socios en su caso.
  6. f) La responsabilidad de todos los socios es personal, ilimitada y solidaria.

La responsabilidad de las deudas sociales según se establece en el artículo 127 y 237 del código de comercio se configura de la siguiente forma:

– Todos los socios responden solidariamente con sus bienes a las resultas de las operaciones que se hagan a nombre y por cuenta de la compañía bajo la firma de esta y por persona autorizada para usarla.

– Del cumplimiento de sus obligaciones responde como deudor con todos su bienes presentes y futuros.

– Responsabilidad solidaria de todos los socios entre sí.

Para la constitución de estas sociedades se requiere escritura pública y su inscripción en el registro mercantil. En la escritura pública de las sociedades colectivas se debe expresar:

–- Nombre, apellidos y domicilio de los socios.

– Razón social.

– Nombre y apellidos a quienes se encomiende la gestión de compañía y el uso de la firma social.

– El capital que cada socio aporte en dinero efectivo, créditos o efectos, con expresión del valor que se les dé a estos o de las bases para su cuantificación.

– La duración de la compañía.

– Las cantidades que en su caso se asignen a cada socio gestor para sus gastos particulares.

– Podrán también consignase en escritura todos los demás pactos lícitos y condiciones que los socios quieran establecer.

– El domicilio social.

– El objeto social.

– La fecha de comienzo de sus operaciones.

La compañía colectiva tendrá constituida su razón social con el nombre de todos los socios, o de alguno de ellos o de uno solo, debiendo añadirse en estos dos últimos casos las palabras “y Compañía”

 

Sociedad de Responsabilidad Limitada

Es una sociedad de carácter mercantil cuyo capital está dividido en participaciones iguales, acumulables e indivisibles, que no pueden incorporarse a títulos negociables ni denominarse acciones, limitándose la responsabilidad de los socios se limita al capital aportado.

Como principales características de las sociedades de responsabilidad limitada estableceremos los siguientes:

  1. a) El capital social no podrá ser inferior a 3.005,06 Euros y desde su origen tiene que estar totalmente desembolsado.
  2. b) En la denominación de la sociedad debe figurar necesariamente la indicación “Sociedad de Responsabilidad Limitada” o “Sociedad Limitada”.

Además, no podrá adoptar una denominación idéntica a otra preexistente.

  1. c) No existe un número mínimo, ni máximo de socios.
  2. d) La sociedad fijará su domicilio social dentro del territorio español, en el lugar en que se halle su centro de administración y dirección o donde radique su principal establecimiento o explotación.
  3. e) En los estatutos podrán establecerse prestaciones accesorias distintas de las aportaciones de capital expresando su contenido concreto y determinando si se han de realizar gratuitamente o no. En el caso de que las prestaciones accesorias sean retribuidas los estatutos determinaran la compensación que hayan de recibir los socios que las realicen.
  4. f) No podrán acordar ni garantizar la emisión de obligaciones u otros valores negociables agrupados en emisiones.
  5. g) Son libros obligatorios para las sociedades de responsabilidad limitada, un libro de inventario, un libro de cuentas anuales, un libro diario y un libro de actas donde se anotarán los acuerdos tomados en las juntas Generales y Especiales.
  6. h) Los socios tienen los siguientes derechos:

– Participar en el reparto de beneficios y en el patrimonio resultante de la liquidación de la sociedad.

– Derecho a poder adquirir las participaciones de los socios salientes.

– Derecho a participar en las decisiones sociales y ser elegidos administradores.

La escritura de constitución deberá presentarse en el Registro Mercantil del domicilio social en el plazo de dos meses a contar de desde la fecha de su otorgamiento.

En la sociedad de responsabilidad limitada solamente se admite la fundación simultánea, de esta forma se establece que todos los fundadores deberán otorgar la escritura de constitución, por si o por medio de representantes, quienes tienen que asumir la totalidad de las participaciones sociales.

 

Sociedad Unipersonal de Responsabilidad Limitada

En la Ley de Sociedad de Responsabilidad Limitada se establecen dos clases de sociedades unipersonales:

  1. a) Las constituidas por un sólo socio, sea persona natural o jurídica.
  2. b) Las constituidas por dos o más socios cuando todas las participaciones hayan pasado a ser propiedad de un único socio.

La sociedad hará constar expresamente su condición de unipersonal en toda su documentación, correspondencia, facturas, así como en todos los anuncios que haya de publicar por disposición legal o estatutaria.

La adopción de acuerdos en estas sociedades corresponde al socio único que ejercerá las competencias de la Junta General. Sus decisiones se consignarán en un acta, bajo su firma o la de su representante, pudiendo ser ejecutadas y formalizadas por el propio socio o por los administradores de la sociedad.

Todos los contratos que celebre el socio con la sociedad deberán constar por escrito, y se tendrán que transcribir a un libro registro de la sociedad que se legalizará conforme a lo dispuesto en el libro de actas de las sociedades. En la memoria anual se hará referencia expresa e individualizada a estos contratos, con indicación de su naturaleza y condiciones. Durante el plazo de dos años a contar desde la fecha de celebración de estos contratos, el socio único responderá frente a la sociedad de las ventajas que directa o indirectamente haya obtenido en perjuicio de ésta como consecuencia de dichos contratos.

 

José Antonio Almoguera

Vivepresidente de Formación

 

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