Labor Corporations, Social Interest Societies & Cooperatives

Labor Corporations: SAL and SLL

Sociedad Anónima Laboral / Sociedad Limitada Laboral

Members: Three or more. No partner may hold more than one-third of the share capital (KS). There must be at least two workers. If one partner is a public entity, it may own up to 49% of the KS. [for two]

Responsibility: Same for both types of companies.

Disputes and Transfer of Capital

DISPUTES: Regarding transfer of share capital (transfer of shares in S.L. or of stocks/shares in S.A.), there is an order of preference:

1. Permanent workers (first place)
2. Labor partners
3. Donors
4. Workers without an indefinite contract

Common Requirements

It is required to constitute a special reserve fund equal to 10% of profits.

Business Name, Taxes and Constitution

Business name: The business name rules are the same for both types of sociedades.

Taxes: Generally the same for both. The SAL can have certain tax advantages.

Constitution: The company must be constituted in writing and published. For the S.L.L., it must be registered with the employment company registry of the corresponding Autonomous Community.

Organs and Other Provisions

Organs: As with the two types of companies, the usual corporate organs apply.

Other: The members are permanent workers.

Social Interest Society

Society of Social Interest

Members: No minimum specified. (Text: "No partners: No minimum 5 for individuals, legal persons and 2.")

Responsibility: Liability is limited, but the statutes of the society can determine other forms of liability, so it can also be unlimited if established in the statutes.

KS (Share capital): The minimum capital set in the statutes varies depending on the number of members who join or who are written off.

Cooperatives

Cooperatives (Sociedad Cooperativa)

Name: The official name of the company must include the word Cooperative.

Taxes: Similar to any business; cooperatives can have tax advantages.

Constitution and Registration

To obtain legal personality, the cooperative must draft a constitution and write the statutes, present them before a notary, and register in the register of cooperatives.

Organs of a Cooperative

• General Assembly: Examines corporate management, approves the annual accounts, authorizes the allocation of surplus, and sets general policy.
• Board of Directors (Consejo Rector): Manages and represents the cooperative.
• Committee (Comité): Resolves appeals against sanctions imposed on members.
• Interventors / Auditors: Audit the annual accounts.

Other Notes on Cooperatives

A cooperative is an association of natural or legal persons with common interests to develop a given project and to undertake an economic activity. The economic result is called surplus and is allocated to each member once certain funds (for example statutory funds or funds derived from EU funds) are treated according to the type of activity.

Types of cooperatives include: housing cooperatives, agricultural cooperatives, educational cooperatives, health cooperatives, insurance cooperatives, and credit cooperatives.