Capital Companies and the determination of the corporate purpose
The incorporation process of any capital company, whether anonymous or limited, ends with the registration of its articles of incorporation before the Mercantile Registry, which appropriate.
Along with said deed a series of documents must be provided, including the Social Bylaws which, among other necessary mentions, they must contain a statutory clause that identifies the corporate purpose of the company in question (the activities it develops or is to develop).
The need to correctly identify or determine the corporate purpose in question is not a trivial matter, since failure to comply with the requirements laws and doctrinal and jurisprudential interpretations can prevent access to the Mercantile Registry of the deed of incorporation, preventing its regular operation in traffic.
Specifically, it is the commercial registrars who tend to demand an excessively high level of precision and clarity in relation to the determination of the corporate purpose in question. They tend to deny social objects that from their point of view contain all-encompassing definitions, that is, that include a whole.
However, the legal requirements regarding the determination of the activities that make up the corporate purpose do not imply that any wording of the statutory provisions defining the corporate purpose that, in the opinion of the registrar, not be a model of conciseness and sharpness has to be rejected.
In this regard, the DGRN has considered the following corporate objects to be registered, among others:
- The phrase relating to “all activities related to…”, when the immediately preceding reference (eg, the purchase and sale of vehicles) sufficiently delimits the scope of the social activity < /strong>(DGRN Resolution 5-4-93).
- It is understood that the requirement of concise and precise determination of the activities that make up the object does not preclude the use of terms that include a plurality of activities. (DGRN Resolution 12-11-95; 4-7-99).
- The expression “…with any operations that are preparatory, auxiliary, accessory or complementary to such activities”, if the main activities that complete, prepare or assist are delimited in a sufficiently precise manner ( DGRN Resolution 9-1-93; 9-23-08).
- The activity consisting of “wholesale and retail trade, commercial distribution, and import and export, professional activities” (DGRN Resol 8-18-14 ).
- The activity consisting of “the promotion, creation and participation in industrial, commercial, real estate, service and any other type of companies and companies” (DGRN Resol 11-11-13 ).
Recently, the DGRN, referring to previous resolutions, has revoked the registrar’s negative qualification because, according to its doctrine, what is relevant is to sufficiently specify the main activity or activities, which They can be complemented by other more generic activities. Specifically, the aforementioned resolution establishes that:
“The corporate purpose must be adequately delimited, so that it sufficiently delimits an economic sector or a type of commercial activity. For this purpose, what must be precisely delimited is the main activity or activities, and generic formulas can be used for auxiliary or complementary activities.”
(DGN Resolution 02-06-17)
10/03/2017
