ICEX-INVEST IN SPAIN

Setting up a business

Professional Company (S.P.)

Features:

Professional services firms are characterized by three specific general traits: the first one is that their corporate purpose can only be the pursuit in common by various members of a professional activity (requiring an official university or professional qualification and registration with a professional association). This feature also implies that all of the firms that have such purpose must mandatorily be formed as professional services firms; the second trait is that professional members must have a stake in the company's capital ("professional members" meaning individuals or other professional services firms that meet the requirements necessary to engage in the professional activity); the third one is that Professional services firms may be formed in accordance with any of the forms provided for in the law, as long as they contemplate the specific requirements included in the Professional Services Firms Law. The corporate name of this kind of company should include, together with the corporate form in question, the expression "Professional" or the abbreviation "P", (for example, "Sociedad anónima profesional" [Professional corporation] or "S.A.P.").

In this respect, the Professional Services Firms Law establishes, among others, that the composition of the professional services firm requires that three-fourths of the capital and of the voting rights, or three-fourths of the capital and of the number of members in entities owned and managed by the same persons, must belong to the professional members. Likewise, three-fourths of the members of the managing body must be professional members, and if the managing body has only one person, such duties must necessarily be performed by a professional member.

The professional activity will be pursued in accordance with the code of ethics and disciplinary rules specific to the professional activity carried out, with the grounds of incompatibility or disqualification of the members affecting the company itself. The professional services firm may also be fined on the terms established in the disciplinary rules that apply under its professional code.

In this sense, without prejudice to the liability of the members in accordance with the rules of the corporate form adopted, the professional members will be jointly and severally liable with the firm for its professional acts, and they will be subject to such general rules on contractual and non-contractual liability as may apply.

Broadly speaking, to transfer the status of professional member, it is necessary to have the consent of all of the professional members, unless the firm's bylaws permit transfers by an agreement of the majority of the members.

Legal formalities to incorporate an S.P.:

Professional Services Firms are regulated by the Professional Services Firms Law and supplementary, by the rules corresponding to the form already provided by the law adopted (S.L., S.A.). In addition to the necessity of their registration at the Mercantile Registry, professional services firms must also be registered at the Professional Services Firms Registry of the Professional Association in question.

Costs:

Similar to S.A and S.L.

 

For further information, visit the extended version of our online Guide to Business:

Establishing a business in Spain

Annex I. Company and commercial law

Annex II. The Spanish financial system

Annex III. Accounting and audit issues

 

 


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Last updated: 16|09|2015

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