El know-how como aporte al capital social de las Compañías de Responsabilidad Limitada, Sociedades Anónimas y Sociedades por Acciones Simplificadas en el Ecuador.

Abstract

This work explores the possibility of contribute a Know-How to integrate the capital stock of an Ecuadorian company, specifically in the case of Limited Liability Companies, Joint-Stock Company and Simplified Joint Stock Companies, by virtue of the concepts and parameters established by the doctrine and by the Ecuadorian legislation, for which different doctrinal positions were reviewed, mainly with respect to the requirements that an asset must have in order to admit its transfer of ownership as payment of the contribution to the capital stock of a company, in order to safeguard the indirect function of guarantee that the capital stock must fulfill, analyzing, in addition, what is established in the comparative legislation, as well as what is established within the Company Law regarding the contributions in Limited Liability Companies, Corporations and Simplified Joint Stock Companies. In this way, within the analysis, it was observed that the Know- How can be transferred, can be economically valued, can be incorporated to the accounting of the company and can be adapted to the corporate purpose, leading to the conclusion that the Know- How can be contributed to the capital stock, which does not imply an affectation to the function of the guarantee of the capital stock. Finally, it was found that, from the wording of the articles of the Companies Law, it is possible to contribute Know-How to the Simplified Stock Companies, while, for the case of Limited Liability Companies and Joint-Stock Company, it would not be possible, since the wording of the articles that regulate this type of companies expressly establishes that money and kind can be contributed, the latter being understood as movable and immovable property, that is, tangible goods.