Different types of companies can, to a certain extent, determine the authority of employees (for example, by restricting their authority to sign or by requiring the joint signing of several managers / administrators for certain actions). The contractor will not lose sight of the fact that the ownership of 51% of the shares or shares is, in principle, sufficient to ensure the appointment of persons who can bind the company. Fortunately, legislation or legislation allows the entrepreneur to effectively control, even if he is no longer a partner / majority shareholder.
Some types of companies limit the liability of partners to their only starting point (capital contribution). On the other hand, there is a great responsibility for partners: if the company cannot fulfill its financial obligations, the partners will be jointly and severally liable for the debts of the company.
The corporate goal defines the activities that will be carried out by the company. Activities may be commercial or civil.
It should also be noted that this liability regime is sometimes mixed: in the same company some partners will be responsible for all social debts, while others will be responsible only for their financial obligations. In general terms, forms for which a company code requires a minimum capital requirement limit the liability of partners for their initial obligation to allocate funds.
It should be noted that certain types of activities that do not require a significant part of the funds (small investments – no stocks – no staff) can be safely placed in companies whose liability is unlimited.
In addition, it is not necessary to have accounts for these business categories, and therefore it provides a certain amount of confidentiality (we think management companies are here), with subsequent savings in operating costs. Finally, an entrepreneur can usefully create a structure that allows him to organize his succession, pursuing a twofold purpose: to legally minimize inheritance rights (for example, by the method of mobile gift), renouncing part of his right to participate – to maintain control over the activities of the society he created. Of course, some forms are more suitable for achieving these goals.
Thus, in some cases it is possible to appoint a legal manager (named on the basis of the charter). He can be dismissed only by decision of partners / shareholders who want to ratify the amendment to the charter. (As a rule, three quarters of the vote is required, the charter can strengthen this quorum – for some types of companies, unanimity is sometimes necessary). Other formulas go even further. For example, in limited liability partnerships there are two types of partners: general partners, people who can attract a company – limited partners, simple sponsors who in no way can participate in management. Finally, the partner / shareholder reserves the authority to investigate. He may be asked to review the accounts and require justifications that he considers useful. He can get help from a certified accountant at his own expense or ask the commercial court to appoint him, and the company will bear the expert’s fee. In the second case, it will obviously be necessary to convince the court of the existence of violations by the managers.
Certain types of companies allow special procedures in the event of a conflict between shareholders / shareholders. Thus, a minority shareholder may require the intervention of a commercial court to force the majority shareholder to repurchase its shares. The opposite is also possible. A court decision in any case will be made in terms of the proper functioning of the company and its stability, and not the interests of the applicant.
An entrepreneur who decides to transfer his activities to a third party or a member of his entourage will primarily seek to evaluate them at best and within the framework of the most favorable tax system. Company valuation is independent of company types. In essence, it will be the economic value of existing assets, potential, market opportunities and know-how that will contribute to the establishment of this value.