Libro I · Título I Capítulo VII. De la sociedad en comandita por acciones

A limited partnership by shares is one in which one or several general partners are liable subsidiarily, without limit and jointly for the corporate obligations, and one or several limited partners have liability limited to the amount of the shares they have subscribed, in the same manner as the shareholders of a public limited company.

The contributions must be represented by shares, which must be registered shares.

Limited partnerships by shares incorporated before the entry into force of the Civil Forfeiture Law, whose articles of incorporation authorize them to issue bearer shares and that have issuance of shares pending, must carry it out solely with registered shares.

A limited partnership by shares shall be governed by the rules relating to the public limited company, except as provided in the following articles.

The corporate name is formed with the name of one of the general partners or with the surnames of two or more of them, if there are several, and with the mandatory addition of the legend: and Company, Limited Partnership by Shares, which may be abbreviated: y Cía., S.C.A.

The general partners are in charge of the administration of the company and its legal representation and are subject to the obligations and liabilities of the administrators of a public limited company.

In this class of companies, it is mandatory to establish in the articles of incorporation an auditing organ composed of one or several accountants, auditors or commissioners appointed exclusively by the limited partners, and whose operation and powers shall be governed by the provisions for the auditing of public limited companies.

The general meeting may remove the administrators or provide for the replacement of the administrator who has ceased in office for any cause. From the moment the new administrator accepts the appointment, he or she assumes the status and the liabilities of a general partner. The general partner who has been removed or replaced from the administration shall keep his or her rights and obligations as a general partner, except as regards administration.

The general partner who ceases in the office of administrator is not liable for the obligations of the company arising after the registration in the Mercantile Registry of the cessation of office.

The general partners have no right to vote with the shares corresponding to them in the deliberations of the meeting that concern the appointment and the removal of the auditing organs, the exercise of the action for liability and the approval of the acts of the administration.