Capital Companies Overview

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Questions and Answers

What is the minimum notice period required before a meeting for an S.A.-Plc. company?

15 days

45 days

1 month (correct)

30 days

Under what circumstance can a general meeting be held without prior notice?

If at least 50% of members agree

If it is the first meeting of the year

If all capital is present and all attendees consent (correct)

If the directors decide it is not necessary

Who has the authority to decide whether a general meeting could acquire universal status?

The legal advisors

The company secretary

The shareholders

The directors (correct)

What percentage of capital must members represent to request a general meeting?

5% Signup and view all the answers

What is a potential consequence if a general meeting is deemed not to have universal status after being planned as such?

The decisions made may be challenged in court Signup and view all the answers

What is the required time frame for notice before a meeting for an S.R.L.-Ltd. company?

15 days Signup and view all the answers

What is considered to be a Universal Meeting?

A meeting with all members present and unanimous consent Signup and view all the answers

What role do directors have concerning the scheduling of meetings?

They decide whether to hold a general meeting at their discretion Signup and view all the answers

What is necessary for a general meeting to be considered validly convened?

Attendance of members with voting rights Signup and view all the answers

Who typically convenes the general meetings?

The company directors Signup and view all the answers

What information must be included in the notice of a general meeting?

Date, time, place, and agenda of the meeting Signup and view all the answers

How must the notice of the general meeting generally be published?

In the Official Journal of the Registrar and a daily newspaper Signup and view all the answers

What does the regime of necessary majority votes entail?

It is subject to company by-laws and legal regulations Signup and view all the answers

What is an agenda in the context of a general meeting?

A scheduled list of topics to be discussed Signup and view all the answers

What must happen if a company does not have a website?

Notice must be published in local newspapers Signup and view all the answers

What is the purpose of the formal and publicizing requirements for convening meetings?

To inform members entitled to attend general meetings Signup and view all the answers

What is a key characteristic of capital companies regarding legal representation?

Legal representation can differ from ownership of shares. Signup and view all the answers

Which governing bodies are essential for decision-making in capital companies?

General Meeting and Managing Body. Signup and view all the answers

What determines the powers and duties of individuals within a capital company?

The status of individuals as dictated by law. Signup and view all the answers

Why is understanding the organization of governing bodies critical for capital companies?

It influences how the company will operate in the market. Signup and view all the answers

Which statement best reflects the learning objective related to capital companies?

Understanding corporate body operations is essential for managing capital company behavior. Signup and view all the answers

What role does the general meeting play in capital companies?

It makes decisions related to both internal operations and external relationships. Signup and view all the answers

Which is NOT an organizational model traditionally associated with the managing body in capital companies?

Unilateral model. Signup and view all the answers

What is NOT a function of the managing body in capital companies?

Sharing profits among shareholders. Signup and view all the answers

Which individuals are prohibited from being directors?

Legally incompetent individuals Signup and view all the answers

What is the primary role of the managing body of a company?

To represent the company and oversee its management Signup and view all the answers

What power does the general meeting have concerning directors?

Appoint and remove directors Signup and view all the answers

What is a significant consequence of the directors' autonomy?

Directors can be personally liable for their actions and decisions Signup and view all the answers

What does the governing body primarily consist of?

A single decision-making unit Signup and view all the answers

In which structure can a single director hold the status?

In capital companies as defined by law Signup and view all the answers

Which of the following cannot interfere in the management of the company?

The general meeting Signup and view all the answers

Which of the following persons is not eligible to be a director?

A retired judge Signup and view all the answers

What are the two exceptions that allow decisions to be validly adopted outside the agenda?

Forced separation of directors and liability action against directors Signup and view all the answers

Different regimes of necessary majorities for decision-making apply based on what criteria?

Whether it is a first or second call for S.A. Signup and view all the answers

What is required for decisions adopted in a meeting to have probative value?

They must be written in the mandatory minutes book and legalised Signup and view all the answers

What is one significant aspect of company directors according to the legal framework?

Directors can be either natural persons or legal entities Signup and view all the answers

Which of the following is NOT a requirement for members in a general meeting?

Members must agree with the decisions made Signup and view all the answers

What document serves as proof for the content and date of adopted decisions?

The minutes recorded in the mandatory book Signup and view all the answers

Which of the following statements about company directors is true?

Directors must comply with the company's by-laws Signup and view all the answers

According to the legal framework, the decisions adopted must be recorded in what?

The minutes that are legally approved Signup and view all the answers

Study Notes

Capital Companies: Corporate Bodies

Capital companies are characterized by legal representation of the company being separate from owners of shares or stakes
Legal representation in capital companies is the responsibility of natural persons
The natural persons are defined by law according to their status in the company
The governing bodies of capital companies are empowered by the legal system to adopt and implement decisions related to internal operations and external representation.
The two main governing bodies are the general meeting (members´ meeting) and the managing body (the directors).

General Meeting

The general meeting is the body that allows members to make decisions together
There are both ordinary and extraordinary meetings for general meetings.
The managing body is responsible for convening the general meeting.
There are specific formal and publicising requirements that must be met to validly convene a general meeting.
The purpose of these requirements is to ensure that members are informed of the meeting and its agenda.
Notices about the meeting must be published on the company's website or in the Official Journal of the Registrar
Legal by-laws can determine the notice of the general meeting
If all the capital is present and represented and the attendees unanimously consent to hold the meeting, then the meeting is considered a Universal Meeting.
Universal Meetings occur without advance notice

General Meeting: Constitution and Decision-Making

In order to make decisions, the general meeting must be validly constituted
Decisions can only be made on matters included in the agenda, with specific exceptions.
Each meeting has a regime of necessary majority votes to approve matters, which differs based on:
- The type of company (S.A. or S.R.L.)
- The matter being voted on.
Once decisions are made they are recorded in minutes, which are approved according to legal channels.
All members are bound by general meeting decisions.
Members have the right to challenge decisions if they disagree, under certain legal terms and limitations.

The Managing Body - Directors

The managing body is made up of individuals who are not necessarily company members.
It is the corporate body that represents the company legally and oversees its management.
The general meeting appoints and can remove directors.
The managing body's performance is reviewed and approved by the general meeting annually.
Directors are personally liable for the actions of the managing body.

Organising The Managing Body

There are different ways to organise the managing body, as outlined in article 210 LSC.
One option is a sole director (“administrador único”), where a single person is responsible for managing the company.

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Description

This quiz covers the framework of capital companies, including their legal structure and governing bodies. Learn about the roles of the general meeting and managing body, along with the importance of their legal representation. Test your understanding of these fundamental concepts.