We are going to establish a company

To establish an SL, it is common that, on the one hand, preparatory acts need to be carried out (such as reserving its company name). Additionally, it is also common to start entering into contracts or engaging in activities that are already part of the business that will be the subject 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 incurred with that supplier.

Our professionals will help and provide legal advice on everything related to the establishment of a company.