Set Up Partnership limited by shares (SECA or SCA)

An association confined by contributions ( SECA or SCA) is a marketing company, which aggregates the properties of a SECS and a SA.

The principal dissimilarity between a limited alliance company (SECS) and a SECA:

The advantage contributions of a SECS are tradable without restriction, not same with SECA contributions;

The business concern is created by minimum of 2 partners, which means that one head partner and one limited partner. The all-important feature between the companions is that they are liable:

  • Common companions contain addition and some liability for the assurances  of the association;
  • The restricted partners are only responsible up to the level of their contributions.

The distinctness between 2 types of companions has 2 important pluses. It authorizes:

  • Common partners to develop the record of finances of the company without diluting their forces.
  • Restricted partners to support a company without having unlimited risks.

That’s why it is interesting for young entrepreneurs with innovative ideas who demand to finance from other groups, as well as for entrepreneurs that want to invest in a company while limiting their liability. Also acceptable for small and medium-sized family businesses (transfer to a small heir is achievable)

Partnership limited by shares Requirements

Circumstances

  • Minimum share capital: EUR 30,000;
  • From that at least 1⁄4 has to be contributed entirely and paid by the time of establishing;
  • Contributions in cash or in kind;
  • Donations besides by money have to be covered by an assessment report formulated by a sanctioned auditor.
  • Contributions in utilities won’t create a component of the share capital, but allowed to include in the articles of the company and compensated.

Protections presenting the share capital

  • Shares of same financial worth for joint and restricted partners, but commonly with preference rights for the joint partners.
  • Circumstance of open issue of shares, bonds and transferable safeties in common.

Transfer of shares

  • Contributions are transferable without payment for limited and common partners.

Partners

  • Common partner: scope as a dealer;
  • Limited partner: no conditions.

Numbers

  • Partly 2 shareholders: at least of one joint partner and one limited partner;
  • By no means the utmost number.

Partnership limited by shares Liability

General partners: unlimited joining and several liabilities for all of the company commitments towards:

  • Company creditors up to the company assets, with the personal assets of the partners;
  • The tax administration, in the case, when the liabilities result from the activities of the business (VAT, communal business tax)
  • The other partners, like addition and several co-debtors, unless otherwise stipulated in the articles of association.

Common partners: unlimited joint and several liabilities for all of the company commitments towards:

  • company loaners up to the company assets, as well as the individual assets of the partners;
  • the tax administration, if the responsibilities arising out of the operations of the business (VAT, communal business tax);
  • the other partners, as joint and several co-debtors, except if otherwise stated in the sections of association.

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