The Commercial Companies Code project
Posted: Wed Jan 22, 2025 9:04 am
Companies regulated by the Commercial Code
Our Commercial Code regulates companies and commercial partnerships , with companies being understood as public limited companies, which have long been regulated by special law.
Therefore, only the following continue to be regulated by the Commercial Code:
1) general partnerships;
2) those in simple limited partnership;
3) those of capital and industry;
4) joint-stock companies.
The Code contains the general principles applicable buy bulk sms singapore to these types of companies, such as those relating to the formation of companies, rights and obligations of partners, dissolution and liquidation.
These matters are dealt with in indisputable detail, and it is worth noting that the Code, although from the height of economic liberalism and the autonomy of will, already established principles of public order, such as the prohibition of contracts whose object was not lawful (art. 287) and the prohibition of so-called unfair contracts (art. 288), in which it was stipulated that all profits would belong to one of the partners.
The discipline of commercial companies dealt with in the Code is, however, deficient and in many aspects is outdated by the Civil Code. For example: the concept of legal entity. It is enough to highlight, among other serious flaws, that of a device that regulates the form of deliberation of the partners , which requires recourse to the precept of maritime law (art. 486), which regulates partnerships or companies of ships, verbatim :
“In partnerships or shipping companies, the opinion of the majority on the value of the interests prevails against that of the minority on the same interests, even if it is represented by the greater number of partners and the former by only one.
Votes are counted in proportion to the shares; the smallest share will be counted as one vote; in the event of a tie, luck will decide, if the partners do not prefer to entrust the decision to a third party.”
The indisputable reality is that societies of this type are increasingly fewer in number.
Our Commercial Code regulates companies and commercial partnerships , with companies being understood as public limited companies, which have long been regulated by special law.
Therefore, only the following continue to be regulated by the Commercial Code:
1) general partnerships;
2) those in simple limited partnership;
3) those of capital and industry;
4) joint-stock companies.
The Code contains the general principles applicable buy bulk sms singapore to these types of companies, such as those relating to the formation of companies, rights and obligations of partners, dissolution and liquidation.
These matters are dealt with in indisputable detail, and it is worth noting that the Code, although from the height of economic liberalism and the autonomy of will, already established principles of public order, such as the prohibition of contracts whose object was not lawful (art. 287) and the prohibition of so-called unfair contracts (art. 288), in which it was stipulated that all profits would belong to one of the partners.
The discipline of commercial companies dealt with in the Code is, however, deficient and in many aspects is outdated by the Civil Code. For example: the concept of legal entity. It is enough to highlight, among other serious flaws, that of a device that regulates the form of deliberation of the partners , which requires recourse to the precept of maritime law (art. 486), which regulates partnerships or companies of ships, verbatim :
“In partnerships or shipping companies, the opinion of the majority on the value of the interests prevails against that of the minority on the same interests, even if it is represented by the greater number of partners and the former by only one.
Votes are counted in proportion to the shares; the smallest share will be counted as one vote; in the event of a tie, luck will decide, if the partners do not prefer to entrust the decision to a third party.”
The indisputable reality is that societies of this type are increasingly fewer in number.