In the bylaws of your SL, it was agreed that all partners committed to providing ancillary benefits to the company. However, one of them has stopped fulfilling this obligation…

Ancillary benefits are so named because of their accessory nature to the main obligation of the partners, which is the capital contribution. Furthermore, although companies are not required to establish them, if they are provided for, the partners who have committed must fulfill them.

On the other hand, the law requires that these benefits be included in the bylaws. However, if they were not initially foreseen, the law allows for their establishment later. Likewise, to create, modify, or extinguish them afterwards, they must be approved in a partners' meeting by the same majority as for statutory modifications (that is, the favorable vote of more than half of the votes corresponding to the shares into which the share capital is divided). Additionally, the consent of the partner who is going to be obligated to provide the benefit will be necessary.

Well, if a partner defaults, the company has the following options:

• It can demand that the partner fulfill the benefit. Additionally, if the default has caused damages (for example, loss of potential clients), it may give rise to compensation.
• A penalty clause can be included in the bylaws as a guarantee against the partner's default.
• The partner can be excluded, as the law provides for this. Therefore, if they have been requested to cease their default and have ignored it, they can be excluded. For this, an agreement from the meeting approved by the majority of the votes representing at least 2/3 of the share capital will be needed (however, check the bylaws first to see if they require a higher majority).

 

Our professionals will advise you on all legal matters related to the creation, modification, or extinction of ancillary benefits in your company.