CAPITAL COMPANY AND INDUSTRY: CHARACTERISTICS, ADVANTAGES, DISADVANTAGES - ARTE - 2025

The capital and industry partnership is one that is made up of one or more partners who contribute capital, called capitalist partners, and one or more partners who enter only with their industry, called industrial partners.

Capitalist partners have the same obligations and rights as members of a general partnership, and industrial partners are not liable for corporate debts. The capital and industry company was initially incorporated into the Portuguese code. From there it subsequently passed to the Brazilian code and then to the Argentine.

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The administration and representation of the company may be under the responsibility of any of the partners. However, it can never be in charge of a third party. In everything else, the guidelines of a partnership will apply.

In the event that the industrial partner is involuntarily incapacitated for work, and another industrial partner cannot be incorporated, then the company will immediately break down.

characteristics

Name of the Society

The name of the company can be a company name, which is a name that identifies one of the partners, or an invented name, called a company name. This name must be accompanied by the acronym SCI, which means Capital and Industry Company. These acronyms will be part of the name.

If a company name is taken that does not include the name of all partners with limited liability, the words "and company" or its equivalent must be added. The name of any industrial partner may not appear on it.

This is done because if someone wishes to contract with this company for what their business name represents, and that name does not correspond to the capitalist partner, then it would be a form of fraud to the contractor.

Conformation

This company has capitalist partners with the powers similar to collective partnerships, with unlimited personal, subsidiary and joint liability.

It is unlimited, because the partners must respond with all their assets for the obligations of the company.

It is subsidiary, because first the creditor must go against society. If it runs out of assets, then the creditor may address the partners for 100% of their assets.

It is joint, because the creditor can claim the entire debt to any of the partners.

On the other hand, it has industrial partners who do not contribute capital: they only put their work. Therefore, they do not have to respond with their personal assets for the obligations of the company, but only when there is an influx of unearned profits.

These are the earnings that you have not yet received for your work contributed to society.

Partner participation

The capital of the capital and industrial companies is divided into interest portions. Each capitalist partner owns a percentage of participation in the company, according to the value of the equity that he has contributed in proportion to the total of the contributions.

In order to establish the participation that will belong to the industrial partner, who only contributes his work and, therefore, is not part of the capital stock, it will be mandatory that it be determined in the contract of the company.

If there is nothing established in the contract in this regard, decisions will be made in accordance with the provisions of those who make up the absolute majority of the capital stock. Otherwise, it must be legally decreed.

In order for the industrial partner to vote, in the absence of any contractual clause that indicates otherwise, the law establishes that a contribution of supposed capital will be assigned, which will be equal to that of the capitalist partner with the lowest contribution amount.

Advantage

- If the contract does not stipulate otherwise, the agreement of all industrial and capitalist partners will be needed to change the partnership contract and transfer the part of the partnership of one or more partners.

- An industrial partner may be excluded if they refuse to do their work, having to pay for the damages or losses caused.

- The condition of industrial and capitalist partner cannot coexist in the same person.

Own administration

Any of the partners, jointly or individually, can represent the company and manage it.

Therefore, there is an administration that is joint and indistinct. It is joint, because to take a resolution you must have the approval of the other administrators.

It is indistinct, because any of the partners can execute any administrative act, without having to require the consent of the other partners.

Disadvantages

The industrial partner does not receive a salary, but receives a profit for his work. These earnings are those that are reflected in the financial statements. Therefore, you may or may not receive it, depending on the performance of the company.

Liability of the partners

While the capitalist partner has to respond in the same way as a collective responsibility partner, that is, in an unlimited, joint and several way, he also has to expose his private assets.

On the contrary, the industrial partner does not respond in this way. It should only respond with a limited liability to lost earnings. As the law says: to the set of earnings not received.

Suppose that society has an exercise that yields a profit of an amount x. However, the industrial partner has not yet received it and consequently it has not yet entered his personal assets.

By entering into your private equity, as you have limited liability, you would no longer be liable for any debt, but since you have not yet collected it and have not made it effective, you will have to respond to the debt for that amount not yet collected, since that it is the guarantee of the creditors.

Example

This type of society has generally been used to avoid labor debts, by involving the worker who is in a dependent relationship with the figure of partner.

Currently, most of the companies in Argentina, which is where this type of company is known, have changed from being a capital and industrial company to present the form of a limited liability company, becoming the emblematic type for companies. mixed companies.

However, an example of a capital and industrial company is the company Montajes Industriales Soc. Capital e Industria, which has been dedicated to making industrial assemblies and iron foundries. It is located in Puerto Esperanza, Misiones, in Argentina.

References

1. Legal Encyclopedia (2014). Capital company and industry. Taken from: encyclopedia-juridica.biz14.com.
2. The Insignia (2017). Capital companies and industry. Taken from: blog.elinsignia.com.
3. Studocu (2019). Capital company and industry. Taken from: studocu.com.
4. The Guide 2000 (2009). Capital company and industry. Taken from: right.laguia2000.com.
5. Law Law (2019). Argentine Capital and Industry Society. Taken from: argentina.leyderecho.org.
6. Gestiopolis (2019). How are commercial companies classified? Taken from: gestiopolis.com.