Guide to business in Spain Guía de negocios en España

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4. Main characteristics of corporations and limited liability companies


4. MAIN CHARACTERISTICS OF CORPORATIONS AND LIMITED LIABILITY COMPANIES

This section summarizes some of the major substantive aspects that commonly interest foreign investors with respect to the most widely used forms of business entity in Spain, the S.A. and the S.L.

4.1. Main differences between corporations and limited liability companies

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

Table 2

differences between S.A.s and S.L.s

S.A.

S.L.

Minimum capital stock

€60,000.

€3,000 [2].

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.

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

Guide to business in Spain

Annex I. Company and commercial law

6

ICEX - Gobierno de España - Ministerio de Economía y competitividad
Elaborado por Garrigues - Abogados y Asesores Tributarios
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