Explanation of Article 533
The article clarified the scope of a partner's liability when contributing a non-monetary share to the company; this involves two scenarios:
The first scenario: If the partner's share is a property right or any other real right, such as the right of usufruct, the provisions of sale apply. This is because contributing a property right or any other real right as a share in the company results in the partner permanently relinquishing their rights over the item, which becomes the property of the partners. However, the partner's relinquishment in this case is not entirely akin to a sale, so the provisions of sale apply concerning the risk of loss, warranty of entitlement, and defects regarding the guarantee of the share if it perishes, is entitled, or a defect appears in it. The partner, in all cases, is obligated by the mere contract of the company to transfer the ownership of the property or the real right to the company, just as the seller is obligated to transfer the sold right to the buyer. The provisions established for the risk of loss, entitlement, or defect in the sale apply to this transaction. If the property perishes before delivery, the provisions for the loss of the sold item before delivery as stipulated in the system apply. If the property is entitled or a defect appears in it, the same provisions that apply to the warranty of entitlement and defect as stipulated in the sale provisions apply. If a defect appears in the share, all rights related to the warranty of the sold item regarding that share are established for the other partners, including if there is a deficiency in the share.
The second scenario: If the share is merely the usufruct of the property, the article determined that the provisions of lease apply. If the partner's share is their obligation to enable the usufruct of a property they own for the company to use as its headquarters, in this case, the partner remains the owner of the property, and the company's operations are considered as the tenant of it, with an obligation to return it at the end of the term. The provisions of lease apply to it in terms of warranty and risk of loss.
Related To
Article 533
If the contribution of a partner is a right of ownership or any other in-kind right, the provisions governing sale contracts shall apply to the warranty of title and warranty against loss or defect. If the contribution is solely in the form of a usufruct right to a property, the provisions governing lease contracts shall apply.