Irregular society


An irregular society is one that has not completed all the process required by law for its constitution. For example, not having completed registration in public records.

In other words, an irregular company is one that has not complied with all the steps to register before the corresponding authorities. This, to be able to develop their activities formally.

It should be noted that each country has a particular legal framework for irregular companies, so the provisions vary from one country to another.

However, what is important to note is that an irregular society is not one that carries out illegal activities. On the other hand, it is a particular situation on which it is usually legislated, since the company may have acquired obligations with third parties even though it is irregular.

Taking into account what has been explained, it can also be deduced that the irregularity of a company is a temporary circumstance that can be corrected when the registration of the company is completed.

Irregular companies in Mexico

In Mexico, irregular companies are those that have not been established by public deed or that, having met this requirement, have not been registered in the Public Registry of Commerce.

One of the effects of this irregular situation is that the representatives of the company must be jointly and unlimitedly liable for compliance with the legal acts that they have carried out (on behalf of the company) against third parties. This, when third parties are harmed, without prejudice to the criminal liability incurred (the representative).

The foregoing does not occur in the case of duly registered companies, where their representatives are not bound by legal acts that they have carried out on behalf of their represented companies.

Likewise, regarding the relationship with third parties, they may not be harmed and may take advantage of what is favorable to them.

In addition, the representatives of the irregular companies are responsible for damages that the irregularity could produce to the partners not guilty of this situation.

Irregular society in Spain

In the case of Spain there are similarities with Mexico. Commercial companies must be constituted in a public deed and then registered in the Mercantile Registry.

Now suppose that the company has been granted the deed, but has not requested its registration in the Mercantile Registry. Then, it will be considered that we are facing an irregular society under two assumptions:

  • There is a will not to register the company, the will being verified.
  • One year has elapsed from the granting of the deed without the registration being requested.

If any of the situations described were to occur, the company would be classified as irregular and the rules of the collective society (or civil society if it were the case that we are not in front of a commercial company) would be applied to it. This means, among other things, that the partners respond to possible debts in a subsidiary, unlimited and joint manner.

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