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IMPORTANCE OF COMMISSIONERS

Commissioners in corporations play an important role, because to them the responsibility for inspection and monitoring of the operations of the company, its powers and duties enshrined in the Code of Commerce. To that end, Article 309 of that law states: "The commissioners appointed under the provisions of Article 287, have an unlimited right of inspection and supervision over all operations of the company. They can examine the books, correspondence, and In general, all documents of the company. "

However be a figure enshrined in the law to enforce such important work, in practice, given the importance that actually possess. As important, is essential in addition to their presence and participation in trade companies, which among its duties is to reexamine the balance of society and preparing its report, that is, apart from reviewing the balance, the commissioners must issue a report on it, to inform the assembly which can not be approved for the balance, or both accounts will be null passed as the balance, if not been preceded by the commissioner's report (first paragraph, Article 287).

balance after its approval by the assembly, it becomes a documentobase of society, from which economic action is taken within the Company. So, as pointed out by Dr. Alfredo Morles Hernandez, in his "Course of Commercial Law": "Commissioners are responsible for the formal and substantial balances. Consequently, they respond to damage society suffer , shareholders or third parties for the improper formulation of the balance by the administrators, generally being at fault, a fault in controlling or in negligendo. "

In corporations, always required the appointment of the commissioner, and limited liability companies required by law only when social capital is more than five hundred thousand bolivar, but it seems that the spirit of our Companies Act would always be present Commissioner in limited liability companies, when Article 327 of the Code of Commerce in its first paragraph, states: "In companies that do not have the functions of these commissioners shall be exercised by the partners are not administrators." Consequently, the question arises, "If all partners to manage, be required to appoint Commissioner? It seems that if we take into account the above.

Among the powers of police, when they get that society prosecutors have access to all documents, books and correspondence, which makes it right an obligation that must be met in a regular and detailed to verify the actions taken by the administrator, the commissioners should therefore intervene if they find some negligence on the part of managers in developing their roles in society, if not act expeditiously or overstep the boundaries of administrative functions.

The commissioners have also a duty to "maintain the secrecy of the facts and documents which, by reason of his office know.

Article 310 of the Commercial Code entitles the commissioners as individuals through which the assembly can exercise action against directors for facts of the which they are responsible. However, it also the shareholders may be reported to the Commissioners the facts that create objectionable administrators and commissioners are required to be stated that have received the complaint in his report submitted to assembly.

Standard Commercial Code, the election of the Commissioners is for the regular meeting, without mentioning any requirement for the post of commissioner and her election. To be commissioner, is a clear need to have special knowledge about financial matters, and although the Commercial Code does not tell us anything about it, as we have noted, today the law governing the exercise of professional accounting, Administration and Economics, calls for a professional in one of these branches who occupies the office of Commissioner, as so provided in the draft General Corporation Law.

The Capital Market Law, is even more emphatic about it, saying that companies subject the control of the National Securities Commission should have two (2) commissioners, who must meet the following requirements:

1) Must have experience in financial and business matters.

2) There must form part of the Management Board, or be employees of the company, or be relatives of the administrators to the fourth degree of consanguinity and second degree, or spouses of the same.

And the appointment of commissioners, under this law should be discussed publicly and separately for each commissioner. Shareholders who voted in favor of the first commissioner, shall not interfere in the vote on the second, except the case that voting for any of the Commissioners was unanimously, in which case all voters may participate.

Partial Regulation of the Law on Capital Markets Corporations registered publicly traded (SAICA), requires to be in such company, and two commissioners have mainly two alternate commissioners.

As we can see through all the arguments about the importance of the figure of the commissioners, met them at a function that is proper to be delegated legally, in practice unfortunately not given all relevant actually be met within the life of the company, thus not reaching the goals set forth by the legislature, but rather are figures that most cases met just a legal formality, almost as is occurring in most corporations that are not controlled and regulated by the Capital Markets Act and its regulations.

recommended and desirable that in the immediate future will proceed with legislative reform that includes some commissioners and not really effective.

BIBLIOGRAPHY

Arismendi, Jose Loreto: Treaty of Civil and Commercial Society.

Caracas. West Publishing. s / f.

COW CALVO, Emilio: Reviewed the Commercial Code and Concordat. Caracas.

Free Edition CA s / f.

Lizard LUQUE Enrique: the Corporation and the Law of

Minority Shareholders in Venezuela. Caracas. 1987.

MORL HERNANDEZ, Alfredo: Census of Commercial Law. Third Edition.

Volume II. UCAB, Caracas. 1989.

Nemirovsky, Hugo: Capital Market Law, Regulations and Standards

Concordat, Doctrine and Jurisprudence. Venezuelan Law Library. Caracas.

1989.

articles developed by:

Carmen Said Suleiman Caffroni

Leonardo Villalba

School Teachers of Business Administration and Accounting Public

University of Carabobo (UC)

Text FACES Published in the Journal.