How silent partnership financed?

silent partnership












There is the possibility of financing a company limited by shares or limited or non-voting shares. But the absence of this right is counterbalanced by a number of features.

The silent partnership allow the inflow of capital in society without changing the management or control of the same. Frequently used in family businesses for benefit sharing between Member, without the founder or directly manage the company lose control: Problems that can arise are avoided where units are transmitted (for example upon death) and prevents that "outsiders" can access the enterprise management. This solution can be given to children, grandchildren, spouses, former spouses and other persons to whom are interested in receiving a return, but intend to be outside society. The non-voting shares or, in combination with the familiar protocol, can help family businesses endure over time.

Shareholder or partner who is not interested in management is a good solution

Silent partnership no right to vote at the meeting. But then, have a number of privileges. Are regulated in Articles 98 a 103 of the Corporations Act.

How do you create non-voting shares?

Silent partnerships can be created at the time of the incorporation, including them in the statutes.

And if you have not been prohibited in the same, can be create after. You can convert common shares into non-voting shares. Or you can increase capital with issuance of non-voting shares.

The limit for the creation of silent is half the capital in limited companies and half of the paid-in share capital corporations (art. 98 LSC).

Although lack of voting rights, if you meet the Board Universathe, also need your assistance.

What is their privilege?

The absence of voting rights is preceded by the entitled to a dividend (art. 99 LSC): If any benefits, (and once covered the legal provisions and statutory), holders of non-voting shares are entitled to a minimum annual dividend stipulated in the bylaws. And once it paid, shall be entitled to appropriate the shares or common shares. If this dividend is not paid, will accumulate over the next five years, and while not paid the same, shares or non-voting shares regain their right to vote.

In addition to this mechanism of "recovery vote" by default, the holders of these shares or non-voting shares, may vote on resolutions amending the statutes that can directly or indirectly injure their rights (art. 103 LSC), and approval will be required for a double majority: majority to amend the constitution and absolute majority of the holders of shares without voting.

The capital reduction to offset losses does not affect holders of shares without voting (art. 100 LSC).

And in case of liquidation of the company, have preference when distributing the settlement quota (art. 101 LSC).

In summary, silent partnerships are a but little widespread mechanism that can be of great use when it comes to raising funds in a company without losing control. 're Halfway enters the contract en participation (in which the investor does not become part of society) and the entry of a partner with all the rights. It is a very appropriate way especially in family businesses and startups. But as long, we encourage you to design your financial and legal strategy with the help of experienced professionals.


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