Legal Advisors Barcelona – Law firm
The most common form for a company under the Spanish Corporate Law is the limited liability company. (Sociedad de Responsabilidad Limitada, abbreviated as “S.L.” or “S.R.L.”).
The liability of the shareholders of a company formed as an S.L., for the debts of the company, is limited to the amount of their capital contributions.
No minimum number of shareholders are required by Spanish law to incorporate a company. (It is also possible with a sole shareholder).
A S.L. it is governed by the Capital Companies Law and its bylaws.
The bylaws shall concrete the corporate purpose, the capital stock and the shares into which it is divided. (Minimum capital stock: €3,000) Also the registered office (located in Spain), and the management body.
There are several ways to run a business, a sole director, several directors acting severally or jointly or a board of directors. Bylaws may establish different means of organizing the management, giving the shareholders’ meeting authority to choose between any of them without the need to amend the bylaws. For example, in the case of collective management bodies, the procedures for debating matters and adopting resolution must be specified, as must the system for director remuneration, if any can be entrusted to a single director, several directors acting jointly or severally, or a board of directors. Moreover, bylaws may establish different forms of organization of management, empowering the shareholders’ meeting to choose between any of them without the need for bylaws modification. In the case of collective management bodies, the procedures for the debate and adoption of resolutions must be specified, as well as the remuneration system for directors.
Finally, we remain at your disposal for any clarification or extended information you may deem appropriate.
Legal Advisors Barcelona
Enrique J. García Rodríguez
Lawyer and Tax Legal Advisor