What are the rights of the partners in a commercial company?

The rights of partners in a business partnership are an important issue to consider when setting up or joining a company. These rights are set out in the law and in the company's articles of association, and are designed to protect the partners and ensure that they are treated fairly and equitably.

In general, it is not difficult to determine who has the status of partner, whether it is the original partners, those who acted during the life of the company or at death; however, disputes are not uncommon and, where appropriate, are resolved by the Chairman of the Board of Directors establishing a list of attendees (authorising attendance, voting, requesting information, etc.) or by the executive body if members exercise other rights, and finally, by the judicial or arbitral authorities to make a decision. But if at any time you need any help, a commercial lawyer can advise you on all this.

What is a trading company?

It is a legal entity formed to carry on a business governed by the Companies Act. Therefore, they always have a financial purpose. It can be limited or anonymous.

A limited liability company is the most common form of business in Spain. This is because, on the one hand, the minimum capital requirements are fully adapted to the possibilities of SMEs and, on the other hand, in order to protect the personal assets that entrepreneurs have secured, they cannot be personally liable for losses to the company.

The second most common form of business in Spain is the limited liability company. The shares of such a company are freely transferable among the partners. The liabilities are directly proportional to the capital contributions.

There is also a specific type of limited liability company, the sociedad de responsabilidad limitada de trabajo, whose incorporation requirements correspond to the case of a limited liability company.

The third type of company is the so-called complementary company. Here, all investment partners also work for the company and assume responsibility for its management. In this case, with regard to the liabilities of the partners of the firm, they are liable for the possible loss of the firm with their personal assets. Finally, the fourth type of commercial company covered by Spanish law is the limited partnership. It is similar to the previous one, with some exceptions, such as the fact that in a limited partnership, one or more partners are exempted from managing the business.

Main Rights

• Right to participate in company decisions: Members have the right to participate in important company decisions, such as the election of directors or the approval of financial statements.
• Right to receive information: Members have the right to receive information about the management and finances of the company, including financial statements and other relevant reports.
• Right to receive a distribution of profits: members are entitled to receive a distribution of the company's profits, as set out in the company's articles of association.
• Right to sell or transfer their shares: Partners have the right to sell or transfer their shares to other persons, subject to compliance with applicable regulations.
• Right to fair compensation: partners have the right to receive fair compensation for their participation in the company, including adequate remuneration for their shares and any agreed additional compensation.
• Right to fair and equitable treatment: partners have the right to fair and equitable treatment by the company and its directors, including the right to be treated equally in comparison with other partners.
• Right to complain: Members have the right to complain and assert their rights if they feel aggrieved by the management or actions of the company.

It is important to note that, although the rights of partners in a business partnership are very similar from one country to another, there may be some significant differences depending on local legislation. Therefore, it is important for partners to be aware of their rights and how they apply in their specific country..

What is the liability of partners in a commercial partnership?

The partners of a partnership have a major responsibility for its operation and success. They must fulfil their financial and administrative obligations, such as contributing capital, managing the company and making important decisions. In addition, the partners are liable for the company's debts and obligations to third parties, so they must be aware of the risks that their investment may entail. It is important that the partners agree on the objectives and strategies of the partnership and work together to achieve them. Collaboration and commitment are key to the success and responsibility of the partners in a business partnership.