The commercial company is constituted by a coordinated set of material elements and incorporeal values, with the aim of offering goods or services to the public, with a view to profit and in a systematic manner. Furthermore, it does not lose its character by the variation of its elements, nor by the lack of a permanent establishment or seat. These premises are the starting point of our Commercial Code, precisely to determine the scope and strength of its existence; therefore, its understanding and interpretation is very relevant. Despite its nature as a movable asset, the transfer and encumbrance of its immovable elements must be governed by the rules of common law, precisely because it transcends its legal effects vis-à-vis third parties.
Any transaction involving the concept of a company, if some of its essential elements are not excluded, includes: the clientele and commercial reputation, the trade name and commercial signs, leasing contracts, furniture and machinery, labor liabilities, goods, credits and other similar assets and values, including the establishment, if it has one; hence the relevance of having clarity in its context.
A company responds to its own dynamics, precisely because it depends on its commercial or business line to achieve its results; for this reason it is necessary for potential buyers to evaluate their projections in terms of repaying their investment in the estimated terms and to be able to grow against the competition, even more so with the technological advances that the market and its environment present, as these are variables that must be monitored with due frequency.
We must be clear and precise when we talk about the concept of commercial companies, as its connotation is formal and integral for business matters, even more so when the legal norms of our country seek the speed of sustainable development and to comply with the existing legal system.
Given the scope of what constitutes a commercial company, we must take into consideration that, prior to its acquisition, a due diligence process would be recommended, precisely to know the details of the same, its integral organization, administrative, financial, legal and fiscal operation to evaluate its contingencies and thus have the certainty of the investment of potential buyers; for this, the advice of a legal firm such as ours is necessary.