Both the S.A. and the S.L. are companies with capital in which the liability of the shareholders is generally limited to the amount of capital contributed by each.
Technically, the capital of an S.A. is divided into shares, whereas the capital of an S.L. is divided into participation units.
The general rule is clearly one of limited liability; however, under very exceptional circumstances, the corporate veil can be pierced to protect the interest of third parties.
In these exceptional cases, the courts have followed the criteria of the "piercing of the corporate veil" as a reaction against the abusive taking advantage of the company’s legal status by the shareholders or partners for fraudulent purposes; the courts may obviate it and differentiate the equity of each of the partners to establish liabilities.
Liability is not limited in a general partnership (S.R.C.). General partners are personally jointly and severally liable with the whole of their net worth for the debts of the partnership.
A limited partnership (S. Com.) is a partnership in which there is at least one general partner and one or more limited partners.
General partners are personally jointly and severally liable with the whole of their net worth for the debts of the partnership.
Limited partners are only liable for the amount of capital they contribute or promise to contribute to the partnership.The capital of limited partnerships may be divided into participation units or shares.
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