Labor Companies: Structure, Benefits, and Constitution
Labor Companies
For a Sociedad Anónima Laboral (SAL) or Sociedad de Responsabilidad Limitada Laboral (SLL), it is considered necessary that most of its capital, at least 51%, is owned by workers associated with the company under a work contract.
No member may hold shares or units (depending on whether it’s a SAL or SLL) representing over one-third of the capital. The law allows this to increase to 49% if the partner is a public entity.
If partners are not employees, there will be two classes of shares:
- Those reserved for the workers, called the working class.
- Those reserved for non-workers, the so-called mainstream class.
In the transfer of shares/working class shares, preference is given to workers with permanent contracts who are not members. If they decline, the shares can be acquired by:
- First, the working partners.
- Second, non-working partners (general class).
- Finally, the remaining workers without a permanent contract.
These companies can hire workers (non-members), but the number of hours worked by them may not exceed 15% of the annual time spent by the working partners. This percentage increases to 25% in firms with fewer than 25 working partners.
Proceedings of Constitution:
A deed is required, which must be entered in the Registrar of Labor Companies. Subsequently, it should be entered in the Commercial Register.
These companies enjoy tax benefits and exemptions in the constitution and capital increase in the Transfer Tax and Stamp Duty Documented (ITP-AJD). For this, they must set aside a special reserve fund in the exercises where the event takes place (the constitution or enlargement), amounting to 25% of net profit.
They can also freely redeem non-current assets acquired within the first 5 years since incorporation.
In addition to providing legal or statutory reserves, they are required to constitute a special reserve fund which will be endowed with 10% of liquid profits each year and can only be used to offset losses if no other reserves are available for this purpose.
Labor Companies
For a Sociedad Anónima Laboral (SAL) or Sociedad de Responsabilidad Limitada Laboral (SLL), it is considered necessary that most of its capital, at least 51%, is owned by workers associated with the company under a work contract.
No member may hold shares or units (depending on whether it’s a SAL or SLL) representing over one-third of the capital. The law allows this to increase to 49% if the partner is a public entity.
If partners are not employees, there will be two classes of shares:
- Those reserved for the workers, called the working class.
- Those reserved for non-workers, the so-called mainstream class.
In the transfer of shares/working class shares, preference is given to workers with permanent contracts who are not members. If they decline, the shares can be acquired by:
- First, the working partners.
- Second, non-working partners (general class).
- Finally, the remaining workers without a permanent contract.
These companies can hire workers (non-members), but the number of hours worked by them may not exceed 15% of the annual time spent by the working partners. This percentage increases to 25% in firms with fewer than 25 working partners.
Proceedings of Constitution:
A deed is required, which must be entered in the Registrar of Labor Companies. Subsequently, it should be entered in the Commercial Register.
These companies enjoy tax benefits and exemptions in the constitution and capital increase in the Transfer Tax and Stamp Duty Documented (ITP-AJD). For this, they must set aside a special reserve fund in the exercises where the event takes place (the constitution or enlargement), amounting to 25% of net profit.
They can also freely redeem non-current assets acquired within the first 5 years since incorporation.
In addition to providing legal or statutory reserves, they are required to constitute a special reserve fund which will be endowed with 10% of liquid profits each year and can only be used to offset losses if no other reserves are available for this purpose.