Spanish Corporations: SA and Limited Partnerships

Item 6. SA and Limited Partnerships

1. Company Types

SA (Sociedad Anónima)

• Ideal for accessing capital markets.
• Mandatory for large companies.
• Minimum capital: €60,000.
• Partners choose the company's social purpose at incorporation.

Limited Partnership (Sociedad Limitada - SL)

• Suitable for small and medium-sized companies.
• Minimum capital: €3,000.

2. Characteristics of Corporations (SA)

1. Share Capital: Divided into shares, each representing a part of the social capital and granting ownership.
2. Social Capital:
   • Determined in the company's statutes.
   • Must be stable, with a minimum of €60,000.
   • If half the equity capital is lost, it may lead to bankruptcy.
   • Key Aspects:
     • Existence and Determination: Social capital must be established and divided into shares.
     • Stability and Permanence: Alterations require changes to the statutes.
     • Integration: Share capital must correspond to an effective equity contribution.
     • Intangibility: Equity must be maintained throughout the company's life; assets should never be less than the capital.
3. Limited Liability: Partners are only liable up to the amount of their contribution.
4. Commercial Nature: Corporations are inherently commercial entities.

3. Company Foundation

Forms and Publication Requirements

Requires a public deed, registration in the Commercial Registry, and subsequent publication.

Memorandum and Articles of Association

Articles of Incorporation

Minimum requirements include:

• Identification of founding members.
• Social contributions made by each partner and the corresponding number of shares attributed.
• Procedures for amending the company's statutes.
• Annexes listing the initial administrators of the company.
• An approximate cost of incorporation.