Sociedades por acciones simplificadas como nueva figura societaria. Normativa, alcance y aplicación en la práctica

Abstract

The Simplified Joint Stock Companies are a new corporate figure that intends, as such, to contribute in a favorable way to the corporate law, that is to say, to contribute to its evolution. The Company Law mentions six companies, including now the Simplified Joint Stock Company, however, five of them are traditionalist, which are: the Joint Stock Company, the limited liability company, the limited partnership and the joint stock company; the mixed company and the company in collective name. (Law of Companies, 1999). However, the reality of our social environment is that there are certain traditionalist companies recognized in our law that are full of a series of solemnities, impediments and rigorousness because they are extremely formalistic. Our law evolved and established a new corporate figure called "Simplified Joint Stock Company", which has the objective of empowering and facilitating entrepreneurs to start an economic activity without the existence of a scenario of difficulties to start their enterprise. The traditional requirements in our law for corporations are abolished from the very moment of the incorporation of a commercial company, in this case, an S.A.S., since it is no longer required notary fees, registration fees, nor is it even required that this company has a minimum capital. On the other hand, when a corporate act is carried out, it can be found within the needs of the entrepreneur who could adapt them to the corporate tool constituted through its bylaws. Likewise, circumstances were added such as the fact that the liability of the partners can be limited by the incorporators themselves according to their will either by waiving it or not.

UNIVERSIDAD DE CUENCA 5

This company allows its incorporation without complying with the minimum and maximum number of partners that a traditional company can have, in some cases being a cause for dissolution, in others it must obligatorily be transformed into another type of company; moreover, in the traditionalist models, it is not even possible to incorporate a company with only one person, a fact that is eliminated with the incorporation of this company to our legal system. The most used companies in our environment have a series of requirements that can be a limitation for the entrepreneurs, since the partners or shareholders cannot modify these rules previously established by the legislator, but the Simplified Joint Stock Company brings with it a series of advantages that allow to adapt its rules according to their needs.