The Labor Societies
Within the different types from mercantile societies, the labor” denominated ones are “, from this tribune and without spirit to bore to reader we will try to explain this “special” type of societies.
What are the labor societies?
Article 1 of the Law of 24 of March of 1997 of Societies defines Labor them as those societies in which the majority of the share capital is property of workers who serve in such societies repaid in personal and direct form, having to be the labor relation with the company per indefinite time.
In this type of societies the number of hours worked to the year by the workers engaged per indefinite time who are not partners of the society, could not be superior to the fifteen percent of the total of hours worked to the year by the working partners. If one is a society that has twenty-five working partners less than, this percentage could not be superior to the twenty-five percent of the total of hours worked to the year by the working partners. In case the limits mentioned for each case are exceeded previously, the society will have to adjust to those percentage in the maximum term of three years, reducing every year at least one third part of the percentage in which the legal maximum exceeds or surpasses.
Why normative they are in force?
These societies are in force by the Law of Joint-stock companies of 22 of December of 1,992 and by the Law of Limited liability companies of 23 of March of 1,995, according to that it is joint-stock companies or limited, and in addition, in both cases, by the Law of 24 of March of 1997 of Labor Societies.
Capital minimum of society labor, his form of constitution, his management system and other requirements and characteristics, is those that is from the Law of Joint-stock companies and the Law of Limited liability companies, which they are applied so much to the labor societies as to the nonlabor ones, with the unique specialties that stop the labor societies establishes the regulating Law of the same and that are those that is expressed in this guide.
They must include these societies in its denomination some reference to its labor character?
The Law establishes that in the denomination of this type of societies labor joint-stock company” or “limited society must consist the expression “labor”, or its corresponding abbreviations (SALT, SLL). In addition, the denomination of labor will have to appear in all the documentation of the society, in its correspondence, notes of order and invoices, and in the announcements that must publish by law or statutory disposition.
Special characteristic what have the share capital of these societies?
The share capital must be divided necessarily in registered stocks (not to the carrier) represented by individual or multiple titles, if it is labor joint-stock companies, and in social participation, if it is limited societies.
On the other hand, no partner can have in the share capital a participation superior to the third part of this share capital, unless he is labor societies participated by Public Organizations (Been, Independent Community, City councils, etc) or by associations or other organizations without profit spirit, in which case the participation of these organizations will be able to surpass the third part of the share capital but without reaching the fifty percent of the same.
In the labor societies there are two types of action or participation:
a) Those of labor class, of which the working partners with contract per indefinite time are titular.
b) Those of general class, that are all that is not of labor class.
If a worker with contract per indefinite time acquires action or social participation of the general class, have right to that they include themselves in the labor class if the conditions are fulfilled that the Law demands on the matter.
And the transmission of action or participation?
The main specialty of the labor societies in this matter, is that the Law allows to include in its statutes clauses that totally prohibit Inter the alive transmission of action and social participation, but whenever at the same time it recognizes the partners the right to separate at any time of the society. In any case, the inclusion of such clauses in the statutes requires the consent of all the partners.
Despite the previous thing, the statutes can if so establish also a prohibition of Inter alive transmission of action and participation and a prohibition of separation of the partners during a maximum period of five years, counted from the constitution of the society or the execution of the increase of share capital.
What is the Special Bottom of Reserve?
The labor societies are forced to constitute, besides the legal or statutory reserves, a Special Bottom of Reserve that will be equipped with the ten percent of the liquid benefit of each exercise. The lack of grant of this bottom, its insufficient grant or its illegal application is one of the causes by which the society can lose the qualification of labor society.
This bottom will only be able to destine to the compensation of losses when other reserves available do not exist that are sufficient to cover the loss.
Are free the transmission of action and participation of the labor class?
If a holder of action or participation of labor class tries to transmit the same to a person who is not worker of the society with contract per indefinite time, a right of preferred acquisition of the same in favor of the following people and by the order exists that is indicated:
1. - The workers nonpartners with contract per indefinite time.
2. - The workers with contract per indefinite time who are partners of the society.
3. - The titular partners of action and participation of general class.
4. - The workers whose contract is not per indefinite time.
If no of the four groups of people previously reviewed exercises the right of preferred acquisition, the own society can acquire those actions or participation.
For the exercise of the right of preferred acquisition, the holder of the actions or participation that he tries to sell is forced them to communicate to the organ of administration of the society his intention to transmit them, the number of action and participation that he tries to transmit, its price and other conditions of the transmission. Once received this notification, and within the fifteen days following to the reception of the same, the organ of administration of the society will communicate to the first group of people with right of preferred acquisition (workers nonpartners with indefinite contract) and if these do not exercise right will and so on notify it to the acquisition to the second group until run out all the people with acquisition right.
Those of first and the second group will have a term of a month from the notification to exert the right of preferred acquisition, and those of the groups third and quarter will have a term of fifteen days. The society will be able to acquire them within a counted month from the day in which the term granted to the fourth group had finalized to acquire them.
If the people are several whom they try to acquire participation, they will be distributed the same between all of them.
In any case, once passed six months since the holder of the actions or participation made the corresponding notification to the Body of Administration of the society, without nobody has exerted the right of preferred acquisition, will be able to be transmitted freely to any person. If the holder does not come to the transmission in the four following months, will have to begin all the expressed proceedings again previously.
What is the Registry of Labor Societies?
Labor the joint-stock companies and limited must register like any other society in the Mercantile Registry corresponding to their social address. But in addition they must register in a special Registry of administrative character that is the Registry of Labor Societies, that depends on the Ministry of Work and Social Subjects or on the corresponding council of the Independent Community if this one has assumed the competition in this matter.
On the other hand, it is necessary to consider that stops to register the society in the Mercantile Registry will have to be credited if so by means of the presentation of a certificate that this society has been described like labor society by the Ministry of Work or the corresponding autonomic Council.
The society is forced to notify to the Registry of Labor Societies the social transmission of action or participation by means of the presentation in the same of a certification of the book registry of registered stocks or of the book of partners.
