Estatutos

Estatutos are formal documents that establish the fundamental rules of a legal entity, such as a association, foundation, or company. They define the entity’s name, purpose, duration, and registered address, as well as the regime for membership or shareholding and the rights and duties of those involved. They provide the basic framework within which the organization operates.

Typical content of estatutos includes the object or corporate purpose, the entity’s jurisdiction and seat, the structure of governance (for example, assemblies, boards or councils) and the powers of each body, terms of office, rules for elections, quorum and voting, and procedures for calling meetings. They also cover financial management, budgeting, annual audits, the fiscal year, and rules on the distribution of profits or surpluses (in for-profit entities) or how surpluses are reinvested (in non-profit entities). Additional provisions may address amendments to the estatutos, dissolution and liquidation, and procedures for handling conflicts of interest.

Adoption and modification of estatutos typically require formal steps, often including notarization and registration with the appropriate public registry to confer legal personality and enforceability. In many jurisdictions, estatutos must comply with mandatory national or regional law and may be complemented by internal regulations or reglamentos that detail day-to-day operations.

Estatutos differ from reglamentos in that they set the overarching legal framework of the entity, while reglamentos provide more detailed rules for its operation. They are commonly used in civil associations, foundations, and corporate entities in Spanish- and Portuguese-speaking contexts.