Understanding Business Legal Structures: A Comprehensive Guide

Corporations

Corporations are voluntary associations seeking to provide benefits for themselves or company profits. There is no mercantile community of goods based on a contract where particular property is owned undivided by multiple people.

• Minimum Social Capital: Did not exist.
• Minimum Capital: Did not exist.
• Taxed: Income tax.
• Social Security: General/Autonomous Regime.
• Naming: Common name + CB

Civil Society

A civil society is a partnership agreement where two or more persons pool resources, property, or industry to share profits.

• Minimum Partners: 2.
• Tax: Personal Income Tax.
• Social Security: Autonomous.
• Naming: Free name + SC

Rights and Obligations

Rights

• Participate in activities.
• Elect or be elected to positions in social agencies.
• Make proposals and vote.
• Be informed.
• Reimbursement of contributions upon leaving.

Obligations

• Active involvement in corporate training and meetings of social organs.
• Accept elected charges.
• Abide by agreements.
• Maintain confidentiality.

Social Bodies of the Cooperative

• General Assembly: Consists of all members.
• Council: Manages the cooperative (minimum 3 partners).
• Leading Body: Leads the cooperative.
• Auditors: Review the accounts (minimum 3 members).
• Resources Committee: Resolves partner claims (minimum 3 partners).

Limited Companies (SL)

In a Limited Company (SL), each partner's contributed capital sets their liability limit. The risk is limited to the contribution, and personal assets are not affected.

• Liability: Limited to each member's contribution.
• Minimum Partners: 1.
• Minimum Capital: 60,101.21€ divided into shares.
• Taxation: Corporate tax.
• Social Security: General.
• Naming: Followed by "S.L."

Sociedad Anónima (SA)

A Sociedad Anónima (SA) is a mercantile capitalist company where social capital is built by member contributions, divided into shares. Shareholders are not personally liable for debts.

• Minimum Partners: 2.
• Minimum Capital: 60,101.21€ divided into shares.
• Taxation: Corporate tax.
• Social Security: General.
• Naming: Followed by "S.A."

Simple Comanditaria Society

This type of company has two types of partners: general and limited (comanditarios).

• Minimum Partners: 3 (1 must be a general partner).

General Partners

• Management: Responsible for management.
• Liability: Joint, several, and unlimited.
• Social Security: Autonomous.

Comanditarios Partners

• Management: Not involved in management.
• Liability: Limited.
• Social Security: General scheme.

Sole Trader

The sole trader is the simplest legal form and the most common. Requirements include being 18 years old or an emancipated minor with free disposal of assets. There is no distinction between company and entrepreneur assets. The employer assumes full financial responsibility.