ICONOS FINALES-TRAZADOS

We are going to establish a company

Translation generated by AI. Access the original version

If you are going to establish an SL, be careful with prior commitments.

We are going to establish a company

To establish an SL, it is common that, on the one hand, preparatory acts must be carried out (such as reserving its corporate name). In addition, it is also common to start entering into contracts or carrying out activities that are already specific to the business that will be the object of the company (for example, ordering a product from a supplier that will be used by the future company), especially if there is a hurry to start the activity.

However, although this is common, bear in mind that if things do not go as planned, you run the risk of having to take on the commitments made, although the responsibility in each case will be different. In this way:

  • The company in formation (with the assets it has) and the partners (personally, up to the limit of the contribution they have committed to make) are liable for all acts or contracts that are essential for their registration in the Mercantile Registry. Once the registration is completed, the responsibility shifts solely to the company.
  • In the case of actions taken or contracts signed to carry out the activity, if they have not been entered into on behalf of the company, the person who signed them is responsible.
  • Therefore, if you place an order with a supplier while the company is still in formation and in the end the business does not go well (for example, because it does not succeed and they decide not to complete the establishment of the company), you may end up personally liable for the obligations contracted with said supplier.

TECHNICAL COMPLEMENT

MEMENTO Marginals

  • If you are not a subscriber to the Memento Mercantile Companies, click here   to access the referenced marginals in PDF format.

LEFEBVRE Articles

Note: LEFEBVRE articles are based on the current regulations at the time of their publication.

  • Article We are going to establish a company, published in Notes & Advice You and Your Company on May 26,2026. Click here to access its content.
  • If you are not a subscriber to Notes & Tips You and Your Company, click here to access the referenced article in PDF format.

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