Porate Enterprises Act (Ley De Sociedades De Capital)

Spain Company Law

The Porate Enterprises Act (Ley de Sociedades de Capital) is the official legislation of the rules and regulations of a company incorporated in Spain. You will find below the key extracts from the Companies Act (Ley de Sociedades de Capital) along with the full act.

§6. Company Name

1. The names of limited liability companies shall include the words Sociedad de Responsibilidad Limitada or Sociedad Limitada or their respective abbreviations, “S.R.L.” or “S.L.”.

2. The names of joint stock companies shall include the words Sociedad AnĂ³nima or the abbreviation “S.A.”.

3. Limited partnerships may use a corporate name bearing the names of all, some or one of their general partners, or any other name, provided it includes the words Sociedad Comanditaria por Acciones or the abbreviation “S. Com. por A.”.

§9. Registered Office

1. Corporate enterprises shall establish their registered office at the place on Spanish soil where their actual administrative and management activities, or their main business establishment or operation, are located.

2. Corporate enterprises whose main business establishment or operation is on Spanish soil shall be have a registered office in Spain.

§212. Directors

1. Directors of corporate enterprises may be individuals or bodies corporate.

2. Unless specified otherwise in the by-laws, company directors need not be partners.

§213. None of the following is eligible to be a company director: non-emancipated minors, the legally incompetent, persons disqualified pursuant to the Insolvency Act during the disqualification period established in the insolvency ruling, and persons convicted for any manner of falsehood or of crimes against freedom, property, socio-economic order, public safety, or the administration of justice, and anyone whose position is incompatible with commercial endeavours.

§23. Deed of Incorporation

1. The deed of incorporation of any corporate enterprise shall include at least the items listed below.

  • a) The identity of the partner or partners.
  • b) The aim to form a corporate enterprise, specifying the type of body corporate.
  • c) The contributions made or, in the case of joint stock companies, committed to by each partner, as well as the numbers of the stakes or shares attributed thereto as consideration.
  • d) Company by-laws.
  • e) The identity of the person or persons initially entrusted with company management and representation.

2. In the event of limited liability companies, the deed of incorporation shall determine the specific arrangements to be adopted for company management, if the by-laws envisage several options.

§4. Share Capital

1. In limited liability companies the capital shall be at least three thousand euros and denominated in that currency.

2. In joint stock companies the share capital shall be at least sixty thousand euros and denominated in that currency.

370. Company Restoration

1. The general meeting may agree to restore a wound-up company to active life provided the cause for which it was wound up is remedied, book equity is not lower than company capital and no surplus after liquidation has been paid to partners. Reactivation decisions may not be made where winding-up was instituted as per the law.

2. The decision on reactivation shall be adopted pursuant to the requirements established for amendment to the by-laws.

3. Partners not voting in favour of reactivation shall be entitled to exit the company.

4. Corporate creditors may challenge the decision on reactivation under the same conditions and with the same consequences as described in this act for capital reductions.

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