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know what it is and how to create

A commercial company has as its objective the practice of commercial acts in a collective or individual name. Know the existing types.

In the genesis of the formation of a new company, it is mandatory to define the legal modality that the same company will adopt. There is a choice between individual or collective companies, which results in a commercial society.

Within the group of commercial companies, there are some more specific modalities, taking into account their formation. It ends up becoming a legal concept. There is the intervention of two or more people, the obligation to contribute with goods or services, a common exercise purpose with the objective of obtaining profit.

Next, learn more about what this society is, what the rules and legislation are.

Commercial society: what is it, what are the rules and legislation to create a

According to article 1 of the Commercial Companies Code – Decree-Law no. 262/86 – commercial companies are

“those whose purpose is the practice of commercial acts and adopt the type of partnership, limited liability company, limited liability company, limited partnership or limited partnership by shares.”

As already mentioned, commercial companies can then have different types, namely:

  • limited liability company – the most used type of commercial company, which corresponds to the typical structure of small and medium-sized enterprises. Indicated for partners/entrepreneurs who wish to share the control and management of the company;
  • Sole proprietorship company – created by a single partner, individual or legal person, holder of a single share representing the entire share capital of the company or resulting from a transformation process;
  • Anonymous society – suitable for companies with a considerable volume of business and that need to secure financing of some scale in order to grow;
  • Societies in collective name – partners are liable in an unlimited and subsidiary manner to the company and jointly with each other;
  • Simple limited partnership – implies a mixed business modality, where the partners may have different degrees of responsibility;
  • Limited partnership with shares – there are two categories of partners, each of which holds a different shareholding.

What are the rules for creating a commercial company?

Commercial companies can be incorporated online or in person, at the Commercial Registry Offices. Registration costs €360.

In order to form the company, a Partnership Agreement is required, which can be made by any citizen, their representatives and all other persons who have an interest in it.

Registration of the incorporation of a commercial company must be requested within two months from the date of entitlement of the act.

To register commercial companies, it is necessary:

  • Articles of association in written form, with the signatures of its subscribers recognized in person, unless a more solemn form is required for the transfer of the assets with which the partners enter the company, in which case the contract must take that form, without prejudice the provisions of a special law;
  • Certificate of admissibility of firm or denomination, issued by the National Registry of Legal Persons;
  • Statutory Auditor’s Report, in the event of entries in goods other than cash, pursuant to article 28 of the Commercial Companies Code;
  • Document proving the granting of special permits, if applicable.

What does the law say about the elements that must be included in the contract?

According to article 9 of the Commercial Companies Code, commercial company contracts must contain the following information:

  • Names or firms of all founding partners and identification data (marital status, if married, spouse’s name and marriage property regime, residence or registered office, tax identification number or legal person identification number);
  • Type of company;
  • Company name;
  • Object of the company;
  • The company’s headquarters, which must be established in a specifically defined location;
  • Share capital;
  • Share of capital and the nature of the contribution of each partner, as well as the payments made on account of each share;
  • Description of the different cash goods and specification of values;
  • End date of the annual fiscal year, if different from the calendar year.

It is important to mention that, according to article 5 of the aforementioned Code

“companies enjoy legal personality and exist as such from the date of the definitive registration of the contract by which they are constituted, without prejudice to the provisions regarding the incorporation of companies by merger, spin-off or transformation of others”.

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