Guide to business in Spain Guía de negocios en España

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4. Formation of a corporation


4. FORMATION OF A CORPORATION

The most common forms of legal entity under Spanish corporate law are the corporation ("Sociedad Anónima" - S.A.), and the limited liability company ("S.L.") (other corporate forms are described in Appendix I, section 2 of this Guide).

The main differences between S.A.s and S.L.s are as follows:

Table 6

MAIN DIFFERENCES BETWEEN S.A. AND S.L.

S.A.

S.L.

Minimum capital stock

€60,000

€3,000[9]

Payment upon formation

At least 25% and any share premium.

Payment in full.

Contributions

A report from an independent expert on any non-monetary contributions is required.

No report from an independent expert on non-monetary contributions is required, although the founders and shareholders are jointly and severally liable for the authenticity of any non-monetary contributions made.

Shares

They are marketable securities. Debentures and other securities can be issued.

They are not marketable securities. Debentures and other securities cannot be issued.

Transfer of shares

Depends on how they are represented (share certificates, book entries, etc.) and on their nature (registered or bearer shares).

In principle, they may be freely transferred, unless the bylaws provide otherwise.

Must be recorded in a public document.

S.L. shares are generally not freely transferable (unless acquired by other shareholders, ascendants, descendants or companies within the same group). In fact, unless otherwise provided in the bylaws, the law establishes a pre-emptive acquisition right in favor of the other shareholders or the company itself in the event of a transfer of the shares to persons other than those referred to above.

Amendments to the bylaws

The directors or shareholders, as the case may be, making the proposal must make a report.

No report is required.

Venue for shareholders' meetings

As indicated in the bylaws (in any event, the meeting must be held in Spain). Otherwise, in the municipality where the company has its registered office.

[9] Except in the case of the entrepreneurial limited liability company, the rules for which are described in section 4.2 of Annex I.

Guide to business in Spain

Establishing a business in Spain

9

ICEX - Gobierno de España - Ministerio de Economía y competitividad
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