眾律國際法律事務所

Spain’s most common corporate enterprises

There are many kinds of business entities in Spain, but the most frequently found legal structures are:

- Limited Liability Company –(“Sociedad de ResponsabilidadLimitada or “S.R.L.”)

- Join Stock Company – (“SociedadAnónima” or “S.A.”)

Joint stock companies are the most common type of enterprise in Spain for multinational and listed companies. Nevertheless, Limited liability companies are more frequent, since Spanish corporate law is more flexible for their constitution. For example, to operate a Joint stock company the minimum capital amount required to incorporate a company is much higher.

A Joint stock company is a corporate structure generally designed for large corporations and it requires the availability of control mechanisms and complex legal structures. Instead, Limited liability companies are conceived to used for a small or family owned companies. Therefore, the legal structure and mechanisms to operate are less sophisticated than those of a Joint stock company.

Minimum capital

For S.A.: 60.000 euros, of which at least 25% must be paid-in upon incorporation. The outstanding portion of capital must be carried out as indicated in the company’s by-laws.

For S.R.L.: 3.000 euros, fully subscribed and paid upfront.

The share capital shall be denominated in Spain’s currency: euros.

Commercial nature

Corporate enterprises, irrespective of their corporate purpose, shall be commercial organisations.

Number of partners

Minimumof one partner, in both cases.

Shareholders and liability

Responsibility limited to the contribution amount, in both cases.

Shares and Stakes

For S.A.:Shares (“acciones”) may be issued as bearer or registered shares, and may be negotiated on stocks markets.

For S.R.L.: Stakes (“participacionessociales”) must be created as registered units and are subject to restrictions on transfer. They cannot be negotiated on stock markets.

Name

For S.A.: The names of joint stock companies shall include the words “SociedadAnónima” or the abbreviation “S.A.”.

For S.R.L.: The names shall include the words “Sociedad de ResponsabilidadLimitada” or “SociedadLimitada” or their respective abbreviations, “S.R.L.” or “S.L”.

By-laws

There are generally no limits on the provisions of the by-laws, but they must comply with the requirements of Spanish corporate law. According to Spanish Corporate Enterprises Act, the by-laws must state, at least: the company name and address, corporate purpose, registered office, the date of commencement of operations, the capital amount and the shares or units it is divided in, the means of discussing and making decisions, the fiscal year and finally, the type of management.

References:

Spanish Corporate Enterprises Act “Ley de Sociedades de Capital” (English translation:

http://www.mjusticia.gob.es/cs/Satellite/Portal/1292427559819?blobheader=application%2Fpdf&blobheadername1=Content-Disposition&blobheadervalue1=attachment%3B+filename%3DCorporate_Enterprises_Act_%28Ley_de_Sociedades_de_Capital%29.PDF)

Royal Legislative Decree 1/2010, of 2 July, approving the consolidated text of the corporate enterprises act.