Public Limited Company (SA): Legal Requirements and Structure

Legal Framework of the Public Limited Company (SA)

The Public Limited Company (Sociedad Anónima or SA) is regulated by:

• Royal Decree 1564/1989 of 22 December, approving the Revised Text of the SA Law.
• Law 27/1995 of 23 March, regarding the creation of transferable SA entities.

Company Definition and Capital

An SA is a company constituted by one or more partners (individuals or legal entities) who provide a minimum capital of €60,101.20, divided into shares. This structure is ideal for medium and large enterprises due to its flexible regulations.

Liability and Foundation

Members' liability is limited to the capital contributed. The foundation can be simultaneous or successive. Upon constitution, the capital must be fully subscribed, with at least 25% paid in; outstanding amounts are known as passive dividends.

Registration and Statutes

The company must be established via a public deed before a notary and registered in the Commercial Register within two months of constitution, including the company statutes.

Capitalist Nature and Shares

The SA is a fully capitalist society where capital is the primary focus. Benefits are distributed according to shareholdings, and the transfer of shares is generally free. Shares can be represented by certificates or accounting entries and classified as:

• By Rights: Ordinary or Preference.
• By Ownership: Registered or Bearer.
• By Capital: Ordinary (cash), Equity (in-kind), or Released (paid from reserves).

Governing Bodies

The SA operates through two main bodies:

1. General Meeting of Shareholders

The body where partners decide on key company matters. Types include:

• Ordinary General Meeting: Reviews company performance.
• Extraordinary General Meeting: Convened by administrators for specific requirements.
• Universal Meeting: Can address any subject if the entire capital is present and attendees agree unanimously.

2. Management Body

Management can be structured as:

• A single administrator.
• A pluripersonal body acting jointly or severally.
• A Board of Directors (decisions by majority).

Taxation and Naming

The company name can be objective (invented) or subjective (including the name of a partner), followed by the suffix "SA". The entity is subject to Corporate Tax, and its shares may be traded.