Carlos Felipe B.Managing partner and founder
Trial attorney in criminal, civil and real estate matters. University lecturer and panelist on "Legal Radio."
View profile →Excellent litigation services and a very personal touch.
Excellent command of procedural law. Proactive in resolving disputes.
Excellent service. Always available for any question I have as a client.
Business Law
You are about to start a company with partners, bring in an investor, divide the one you already have, or leave it. What gets signed that day — the bylaws, the shareholders' agreement, the minutes — is what will decide the dispute five years from now. We help you put the company in order beforehand, when it costs little, and fix it once it no longer is.
Is this your case?
Six corporate situations that come through this office, almost always once there is already a problem. Better before.
You are about to form a company with partners
The type of company, the capital, who manages and how decisions are made are decided now. An SRL and an SA do not distribute power the same way, and template bylaws do not settle what matters to you.
An investor or a new partner is coming in
How much they contribute, what percentage they receive, what rights they have and how they exit later. Without a shareholders' agreement, tomorrow the percentage rules and nothing else.
The partners no longer get along
Deadlocks at the meeting, a manager who won't account for the money, dividends that aren't distributed. We review what the bylaws and the law say and look for the way out: agreement, buyout or dissolution.
You want to leave the company or buy another partner's share
Transferring quotas or shares has a form and requirements: the other partners' consent in an SRL, the valuation, the minutes and the registration. Done badly, it is not valid against third parties.
The company has gone years without minutes or meetings
A company with no annual meetings, no books and no current registration has a problem the day it wants to sell, raise financing or defend itself in court. We put it in order.
A third party is claiming against you for the debts of the company
Limited liability protects the partner, but not always the manager who acted improperly or whoever mixed their own assets with the company's. We defend that separation.
How a company is put in order
Four steps, whether to form it or to fix the one that already exists.
What each partner wants
Before writing anything: who contributes what, who decides what, how profits are shared and how one exits. The answers go into the bylaws and the shareholders' agreement.
The documents
Bylaws, shareholders' agreement, meeting minutes and appointment of managers, drafted for that company and not copied from another.
The registration
Registration in the Commercial Registry, tax number at the DGII and whatever else each activity requires. Without this the company does not exist for third parties.
The upkeep
Annual meeting, minutes, capital increases, transfers and changes of manager, registered on time. It is what makes the company worth something the day you want to sell or defend it.
Almost everything in law has a deadline, and yours is already running
Tell us what happened. We'll tell you which path applies and what to do right away, at no cost.
What to bring
None of this is required for the first conversation. If the company doesn't exist yet, the idea and the partners are enough.
The bylaws
The current ones, with their amendments, and the commercial registry certificate.
The records
The meetings of recent years, if any, and the appointment of the managers.
The shareholders' agreement
If there is one, or any agreement signed between partners even if it was never registered.
The list of partners
Who they are, with what percentage, and what each contributed.
The financial statements
The latest ones, to value the company or a partner's share.
What you were served with
If there is already a meeting notice, a lawsuit or a claim from a partner or a third party.
The Commercial Registry keeps a copy of everything registered. With the company's name or tax number the file is rebuilt.
SRL, SA or SAS
The three most common types of company. Which one makes sense depends on how many partners there are, how much capital is needed and how it will be financed.
SRL
A few partners who know each other Quotas that cannot be freely transferred to outsiders; management by managers The family business, or two or three partners who want control over who comes inSA
Many shareholders or large capital Shares that circulate more freely; a board of directors and a statutory auditor When outside investment is sought, or raising capital is plannedSAS
Partners who want flexibility Almost everything is set in the bylaws: governing bodies, shares and exit rules When the structure has to fit a tailor-made partners' agreementGood to know
Most disputes between partners are born not of betrayal but of a gap: nobody wrote down what would happen if one wanted out, if two could not agree, or if the company needed more capital and one could not contribute. When that gap exists, Law 479-08 fills it, and the law knows neither the partners nor what they promised each other.
A shareholders' agreement of a few pages, signed while everything is going well, settles in advance almost everything that later takes years. And there is a second rule that gets forgotten: limited liability protects whoever keeps the company separate from their own pocket, with its minutes, its books and its registration up to date. Whoever uses it as a personal account risks being held liable as if it didn't exist.
A shareholders' agreement is signed when nobody needs it. By the time it's needed, it's too late to sign.
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Frequently asked questions about corporate business law
Which type of company is right for my business?
It depends on how many partners there are, how much capital you need and how it will be financed. For a few partners who want control over who comes in, the SRL; to raise investment, the SA; for tailor-made rules, the SAS. It is decided in the first conversation.
Do we need a shareholders' agreement if we already have bylaws?
The bylaws are public and follow the law; the shareholders' agreement is private and records what the partners promise each other: exits, valuation, non-competition, what happens if one dies or divorces. It almost always pays to have both.
Can I sell my share to whomever I want?
In an SRL, transferring quotas to a third party requires the other partners' consent in the form set by the law and the bylaws. In an SA, shares circulate more freely, except where the bylaws restrict it.
My partner won't call meetings or account for the money. What can I do?
The law and the bylaws give partners rights to information and to call meetings, and allow you to ask the court to order the meeting or appoint someone to call it. It starts with a formal demand.
Am I personally liable for the company's debts?
In a limited liability company, as a rule, no: the company answers with its own assets. The exception is the manager who acted outside the law, or the partner who mixed their own assets with the company's.
Is there a cost for the first consultation about my company?
No: the first consultation about your company is free. Tell us what you want to do with the company and we tell you which documents are needed and in what order. If you decide to go forward with us, fees are agreed in writing before any work begins.
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