Extinction of corporations. Post-cancelationen framework

Abstract

There is a classical controversy in doctrine and jurisprudence regarding the determination of the exact moment of extinction of the corporation and the requirement that justified this «event of termination» of capital companies. The LSC enacted in 2010 a consolidated text with the aim to generalized or extended regulatory solutions originally established for only one type of corporate enterprise. The consolidate law, modernized the extinctive regulation of capital companies, extending to all social types the rules that had previously been incorporated in our legal system in the law of Limited Liability Companies (Ley de sociedad de Responsabilidad Limitada LSRL 1996). Hence, the consolidate LSC impose the determination of the extinct moment of the capital companies linked to the cancelation of the Legal entity in the Mercantile Registry. Therefore, in our opinion, the ex-post facto liability regimen of liquidators and shareholders originally contemplated in the LSRL and converted in common rules for all capital forms, provide a «especial piece» in the Capital Companies in order to grant security to the dijferent parts involved in the final moment of capital companies, shareholders, creditors and other constituencies.