How ancillary services are regulated partner?

ancillary services














In limited partnerships, can agree that some of the partners made some ancillary service or even the ownership of its shares on the fulfillment of that obligation.


It is ancillary services are different independent of capital contributions which may be monetary or non-monetary. Namely, Ancillary services are not capital or can be offset by the capital contribution.

Also, only considered ancillary services the partners. If it is a third party would be an ordinary trading (such as a lease of services).

The bylaws may establish mandatory ancillary services for all or some of the partners

If the member transmits its shares, which acquires obliged to perform ancillary services the transferor and the transfer must be authorized by the company.

The ancillary services can be paid or free, as agreed by the partners. And should consist of specific and determinable obligations: may be obligations to, do or not do (article 1088 C.Civil), how to perform management, contract with someone, get a publication in half, undertake not to compete or other. But it is imperative that they are perfectly certain.

The ancillary services be included in the Articles of Association. And therefore, to be changed, require compliance process for the amendment thereof, and further consent required.

Failure to comply

If a member violates a ancillary service, society can exclude (article 350 and following of the Companies Act Capital). Can be determined in the statutes specific causes of exclusion (article 351 LSC). And the exclusion require the approval of the general meeting (article 352 LSC). If the partner who is intended to preclude having at least one 25% share capital, and the agreement of the general meeting a final judicial decision will be needed, if one does not accept the exclusion.

Relationship pacts partners

The ancillary services be included in the statutes, unlike the pact partners articulated in a separate contract.

The inclusion of covenant obligations of partners in the statutes essentially has three consequences:

1.- The agreements are binding on the signatory partners. The statutory obligations linked to society. A covenant partner is not enforceable against society. An ancillary benefit can be claimed against society.

2.- In the ancillary services can be used societal mechanisms for enforcement. In no pacts partners, that society as such is not part of the same.

3.- The autonomy of society is limited to the legal regulation and the possibility that the Registry is refused stipulations that may transgress. A pact partners there are no such limitations.

One possible solution would be to establish as ancillary service statutory obligation of compliance with the covenant partners. But this issue is not peaceful. For the registration of the statute's adoption of the ancillary services required (Art. 187 the RRM and Art. 86 ff. the LSC) and advertising. Would require the pact partners were publicly registered (Art. 175 RRM), issue that can be problematic at times.

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