El levantamiento del velo de las sociedades de capital cerradas por infracapitalizacion en el derecho ecuatoriano

Identifier:  TDX:3861

Handle: https://hdl.handle.net/20.500.11797/TDX3861

Authors:  Pinoargote Vázquez, Paola

Abstract:
In this doctoral thesis we address the lifting of the legal veil in cases of undercapitalization from the perspective of Ecuadorian law. We delimit which are the recipient subjects of our study, which are the legal persons of corporate law that encompass the anonymous and limited species, characterized by the fact of enjoying the privilege of patrimonial separation. We state the abuses that could be caused by the misuse of legal personality and its relationship with the undercapitalization of companies. We analyze the corrective measures that are applied to these assumptions of conduct, among them, the most generalized, which is the doctrine of lifting the legal veil, and its way of preventing it through the adoption of good corporate governance regulations. We propose the concept of undercapitalization with the detail of its classes and the importance of adequate social capital in order to understand how its deficiency can cause an assumption of undercapitalization that prevents the company from developing its corporate purpose. We examine the responsibility of the company's partners according to the different circumstances that occur within a company, such as: the type of company, the situations related to the integration of the social capital; and, the non-corporate intentions for which a company is constituted and functions. We also analyze the liability that originates from the company with respect to third parties and partners due to undercapitalization. In addition, we observe when it is pertinent to determine the existence of liability for the directors of the company, in general and with respect to the existence of undercapitalization. Finally, we study the undercapitalization and the Ecuadorian exceptional preventive agreement of companies, making an analysis of the exposure of the regulations that could be considered as reference to undercapitalization, and the prevention of the liquidation of companies.