Public Limited and Cooperative Company Regulations

Public Limited Company: Sociedad Anónima (SA)

Public Limited Company: A society whose capital is divided into shares and is formed by the contributions of the partners who do not respond with their own assets for social debts.

Capital and Share Structure

• Capital: The total monetary value of all shares.
• Shares (Actions): Titles of equal value representing a nominal portion of the social capital. All shares are equal except in cases of capital increase or decrease.
• Society Type: Commercial capitalist.
• Minimum Capital: It cannot be less than €60,101.21. There is no maximum capital.
• Constitution: The capital must be fully subscribed (committed to the purchase of shares) and at least 25% must be paid at the time of incorporation.

Legal Requirements and Partner Liability

• Minimum Number of Partners: 3 at constitution, although it may decrease to 1 (Unipersonal Limited Company - SAU).
• Accountability: Limited to the capital contribution.
• Taxation: Corporate Tax (IS).
• Requirements: Social contract (contribution-company), articles of association (operation), a public deed before a notary, and registration in the Commercial Register.
• Social Contract: Includes the names of the partners, the number of shares held by each partner, governance details, and others.
• Articles of Association: Includes the name, purpose, duration, commencement of operations, domicile, capital, etc.

Shareholder Rights and Social Organs

Rights of Partners:

• Political: The right to vote at the General Shareholders' Meeting.
• Economic: The right to participate in the distribution of corporate earnings, in assets resulting from liquidation, and the preferential subscription of new shares.
• Information: The right to knowledge regarding business operations and social accounts.

Social Organs: The General Meeting (right to vote) and the administrators.

Name: Free choice + Sociedad Anónima (SA).

Cooperative Company: Sociedad Cooperativa

Cooperative Company: A company formed by people in a mode of free association and voluntary resignation (open society) for the realization of entrepreneurial activities to satisfy their economic and social needs and aspirations through a democratic structure.

Social Economy and Democratic Structure

• Society Type: Social economy.
• Minimum Capital: Must be divided into contributions as established in the bylaws.
• Minimum Number of Partners: 2 or 5, depending on the type of cooperative.
• Accountability of Partners: Limited.
• Taxation: Corporate Tax (IS).

Member Rights and Cooperative Governance

Rights of Members:

• Political: All partners are entitled to attend and vote at general meetings.
• Economic: The right to share in profits in proportion to the activity performed in the cooperative by the members. The profit principle is not intended to retribute the capital provided, but to create reserve funds and finance common services for members.
• Information: The right to obtain information on any aspect of the cooperative.

Requirements: Public deed before a notary and registration in the Register of Cooperatives.

Social Organs: General Assembly, Governing Council, and Auditors.

Name: Free choice + Cooperative Society (S.Coop).