Requisitos para una Sociedad Anónima: Pasos a seguir para crear una Sociedad Anónima, características y obligaciones de sus socios

Es importante saber que para el funcionamiento legal de tu empresa (proyecto mercantil), lo primero que debe tener es una personalidad jurídica.

Si deseas saber todo lo relacionado a los requisitos para la construcción de una Sociedad Anónima en México, las implicaciones que posee y en definitiva como llevar a cabo todo esté tramite:

Solo sigue leyendo este artículo!!!

ESTO ENCONTRARÁS AQUÍ

Requisitos para una Sociedad Anónima

Para poder construir una Sociedad Anónima en México, debes poseer los siguientes requisitos básicos:

  • Indicar el nombre (razón social) de la empresa, negocio o compañía que se desee crear.
  • Definir el domicilio legal (lugar o sede), donde operará el negocio, empresa o compañía.
  • Determinar el objeto legal (propósito social) de la compañía, empresa o negocio.
  • Dentro del documento constitutivo (acta constitutiva) de la empresa, debe estar explicito si está cumple con lo que establece la Ley de Inversión Extranjera, en su artículo 15, sobre la exclusión de extranjeros.
  • Determinar cuál será el tiempo de duración de la empresa, comercio o sociedad anónima.
  • Dentro del acta constitutiva debe estar explicito el valor del capital social.
  • Se debe cancelar una cuota mínima del 20 %, del valor de cada labor que se desempeñe, al numerario.
  • Originales y copias vigentes de la identidad oficial de cada socio.
  • Credencial CURP vigente, de cada uno de los socios.
  • Original y Copias vigentes del RFC de cada uno de los socios.
  • Recibo de residencia de cada uno de los socios (original y copias vigentes).
  • En caso de que alguno de los socios sea extranjero, se debe obtener el permiso para fundar una empresa como persona moral, de la Secretaria de Relaciones Exteriores de México.
  • Luego de la obtención de la denominación social (razón social-nombre de la sociedad), se debe formalizar el Acta Constitutiva de la misma.
  • Posteriormente se debe protocolizar el Acta Constitutiva.
  • Luego de protocolizar el Acta Constitutiva, se debe realizar la gestión correspondiente ante el Servicio de Administración Aduanera.
  • Tramitar el permiso denominado uso de suelo en México.
  • Se debe realizar las respectivas inscripciones en los órganos tales como: Infonavit, IMSS, entre otros.

Pasos a seguir para crear una Sociedad Anónima

A continuación te expondremos los pasos para poder crear una sociedad anónima, los trámites en realidad son sencillos, los mismos son:

  • Solicita en el registro mercantil la certificación negativa del nombre de la sociedad. Este documento asegura que no existe hasta el momento otra sociedad que posea el mismo nombre.
  • Apertura de cuenta bancaria a nombre de la sociedad, se debe depositar el capital social de la empresa y podemos solicitar el banco una certificación donde conste el depósito del dinero.
  • Redactar los estatutos sociales (estos estatutos son la vida de la empresa), para este trámite es necesario la ayuda de un notario, gestor o abogado.
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Dentro del contenido mínimo que deben poseer estos estatutos de la sociedad anónima, tenemos los siguientes:

  • Nombre de la sociedad anónima.
  • Actividad a realizar (Objeto social).
  • Dirección (Domicilio legal).
  • Monto y composición del Capital Social.
  • Cuál será la forma de administración de la sociedad (a saber: administradores Solidarios, administradores mancomunados, administrador único o si se llevará a través de un consejo de administración).
  • Mecanismo (modo) de deliberación y de alcanzar acuerdos, por los órganos internos de la sociedad.
  • Formalizar en la notaría pública el Acta Constitutiva (escritura pública) de la creación de la sociedad.

Para llevar a cabo este paso se deben presentar los siguientes documentos:

  • Estatutos (acta constitutiva) de la empresa.
  • La certificación negativa del registro mercantil, en referencia al nombre o denominación de la sociedad.
  • Certificado bancario, donde conste el depósito del capital social de la empresa.
  • Documentos de identidad de los socios (acto presencial), e caso que algún socio no pueda asistir y envía a otra persona en su nombre, debe presentar poder notariado.

Qué es una Sociedad Anónima

Una sociedad anónima no es otra cosa, que una figura de carácter jurídico, que es utilizada para crear legalmente una sociedad de personas, que desean o han convenido iniciar una actividad económica.

Esta sociedad debe poseer un capital social, para poder desarrollar su actividad económica, dicho capital es aportad por las personas que fungirán como socios.

Características de una Sociedad Anónima

Dentro de las características más significativas de las sociedades anónimas en México, podemos señalar las siguientes:

  • Al ser una sociedad de personas, obligatoriamente deben ser al menos dos personas, que al menos una de ellas debe poseer al menos una acción.
  • El capital social es dividido en acciones.
  • El nivel de responsabilidad de los socios (accionistas) radica al pago de sus acciones, es decir que no compromete su patrimonio personal.
  • El capital mínimo exigido para este tipo de sociedades será de $50.000,00 pesos mxn.
  • Por ley es obligatorio la reserva del 5 % de las utilidades generadas anualmente hasta alcanzar el 20 %del capital social de la empresa.
  • Su creación se realiza ante fedatario público.
  • Los accionistas poseen dos tipos de derecho: los derechos económicos, los cuales se manifiestan con el derecho a participar en las ganancias, y los derechos corporativos, los cuales se manifiestan con el derecho a voto dentro de las asambleas de la sociedad.
  • El máximo órgano dentro de estas sociedades anónimas es la asamblea de accionistas (tanto en las asambleas ordinarias como en las extraordinarias).
  • EL tipo de órgano administrativo puede ser de tipo unipersonal (administrador único), o de tipo colegiado (consejo de administración).
  • La figura del comisario (órgano de vigilancia) es estrictamente necesaria.
  • Regularmente las acciones de la sociedad son de carácter hereditaria a menos que en el acta constitutiva de la sociedad, se especifique un manejo distinto de las acciones en caso de fallecimiento de uno de los socios.
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Modalidades de la Sociedad Anónima

Dentro de los tipos o modalidades de las sociedades anónimas más frecuentes en México tenemos las siguientes:

  • Sociedad de Responsabilidad Limitada (S.L.)
  • Sociedad Anónima (S.A.)
  • Sociedad Anónima Laboral (S.A.L.).
  • Sociedad Colectiva (S.C.)
  • Sociedad Limitada Laboral (S.S.L.)
  • Sociedades Cooperativas (S. Coop)

Obligaciones de los socios de una Sociedad Anónima

Las obligaciones de los socios dentro de una sociedad anónima (sociedad mercantil), difieren en relación al tipo de sociedad ante la cual se esté presente.

Algunas responsabilidades específicas hacen referencia a las obligaciones (deudas) y también difieren en relación al número de socios mínimos para su creación, en relación a lo estipulado en la LSC (Ley de Sociedades de Capital).

Algunas de estas obligaciones son:

  • Dentro de la sociedad de responsabilidad limitada (S.L.) y la Sociedad anónima (S.A.), se crean con un mínimo de 1 socio, no poseen límite máximo.

Su responsabilidad como socio es limitada al monto que cada uno de ellos a aportado al capital social, por ende los socios (accionistas) no responden con su patrimonio personal.

  • En las S.S.L (Sociedades Limitadas Laboral), las S.A.L. (anónimas laboral) y las S.C. (colectivas), se deben crear con un mínimo de dos socios, de igual manera los accionistas (socios), responden de manera ilimitada (responden incluso con su patrimonio personal).

Además es necesario que ninguno de los socios posea por encima de un tercio de las acciones, exceptuando cuando el estado participa en ellas.

  • Por su parte las sociedad cooperativas, se catalogan en dos renglones (cooperativas de 1er grado y de 2do grado), esto en dependencia si se encuentran conformadas por personas, o en su defecto por otras cooperativas.
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En relación a las cooperativas de 1er grado deben ser conformadas por al menos 3 personas, y en las de segundo grado al menos deben ser conformadas por dos cooperativas.

Las responsabilidades de los socios se limitan únicamente a la cantidad aportada al momento de conformar el capital social de la cooperativa. Pero en el caso de que algún socio se de baja, deberá responder también con su patrimonio personal.

Desventajas de constituir una Sociedad Anónima

Como en todo en la vida, cualquier camino que se tome trae consigo desventajas implícitas que se encuentran dentro de cada opción, el mundo mercantil tampoco escapa a esta realidad, por ende te exponemos a continuación algunas desventajas de crear una Sociedad Anónima:

  • Puede darse el caso que en el capital social sea insuficiente para poder cancelar sus deudas, es posible que los accionistas deban utilizar su patrimonio personal para poder cubrir con las obligaciones.
  • Para poder realizar algún cambio dentro de las funciones de los accionistas, o cambios en las estructuras gerenciales más elevadas de la organización, es necesario que se realice una junta de accionistas (con su respectiva acta y asentamiento de ella en los libros).
  • En muchas ocasiones el llegar a acuerdos entre los accionistas (en las juntas de accionistas) son un poco complejos y no son fáciles de obtenerlos, por ende las directrices emanadas de estos cambios se dilatan demasiado. 

Ventajas de constituir una Sociedad Anónima

Como existen desventajas, también existen algunas ventajas al crear una sociedad anónima, algunas de ellas son:

  • Las acciones pueden ser traspasadas o vendidas, sin necesidad que la sociedad sea disuelta.
  • La dirección de la empresa no necesariamente debe ser llevada a cabo por personas que sean socios.
  • Todos y cada uno de los accionistas, poseen derecho sobre el capital social.
  • Los accionistas no responden de manera personal ante las deudas de la sociedad.
  • Las sociedades pueden solicitar créditos bancarios para sus operaciones.

Esperamos que este artículo allá sido de tu provecho.

¡Gracias por leernos!

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