Spanish Tourist Company Structures: S.A. vs. S.L.
Companies as Holders of a Tourist Company
Spanish law envisages various different kinds of mercantile entities. The most significant are:
- Corporation (“Sociedad Anónima”, abbreviated as “S.A.”).
- European public limited-liability company (“Sociedad Anónima Europea”, abbreviated as “S.E.”)
- Limited liability company (“Sociedad de Responsabilidad Limitada”, abbreviated as “S.L.” or “S.R.L.”).
- New limited liability company (“Sociedad Limitada Nueva Empresa” abbreviated as “S.L.N.E.”).
- General Partnership (“Sociedad Regular Colectiva”, abbreviated as “S.R.C.” or “S.C.”).
- Limited partnership (“Sociedad en Comandita”, abbreviated as “S. en Com.” Or “S. Com.”) or limited partnership by shares (“Sociedad en Comandita por Acciones”, abbreviated as “S. Com. p. A.”).
- Professional Services Firm (“Sociedad Profesional”, abbreviated as “S.P.”).
We are going to study the corporation (S.A.), the limited liability company (S.L.) and the new limited liability company (S.L.N.E.).
APPLICABLE LEGISLATION:
Real Decreto Legislativo 1/2010, de 2 de julio, por el que se aprueba el texto refundido de la Ley de Sociedades de Capital (Legislative Royal Decree 1/2010, of July 2, 2010, approving the Revised Capital Companies Law, hereinafter, the “Capital Companies Law” or “CCL”).
The Capital Companies Law constitutes the basic legal text that regulates the various legal capital companies forms envisaged in Spanish law, that is, the corporation (S.A.), the limited liability company (S.L.), the partnership limited by shares, the new limited liability company (S.L.N.E.) and the European company (S.E.), as well as the special features of listed corporations. It harmonizes in a single legislative text the contents of the Revised Corporations Law approved by Royal Decree 1564/1989, of December 22, 1989; Limited Liability Companies Law 2/1995, of March 23, 1995; Title X of Securities Market Law 24/1988 of July 28, 1988, and the provisions included in the Commercial Code (Royal Decree of August 22, 1885) concerning partnerships limited by shares, with these pieces or provisions of legislation being repealed.
Ley 3/2009, de 3 de abril, sobre modificaciones estructurales de las sociedades mercantiles (Law 3/2009, of April 3, on Structural Modifications to Commercial Companies entered into force in July 2009).
The CCL is supplemented by Real Decreto 1784/1996, de 19 de julio, por el que se aprueba el Reglamento del Registro Mercantil (Royal Decree 1784/1996, of July 19, 1996, approving the Commercial Registry Regulations).
Corporations (S.A.)
Regulated by Capital Companies Law (CCL). Their origin has roots in trade and business in colonial times (Dutch East Indies Company founded in 1602 is used as an example). Typical features:
- No minimum number of shareholders is required by Spanish law to incorporate an S.A.
- Their capital is divided in shares (“acciones”) and their members are called shareholders (“accionistas”). (Article 1 CCL)
- Shares are able to be listed on stock exchanges and are naturally transferable.
- The capital is composed of investments made by shareholders comprising goods and rights but not industry, work or professional services.
- The liability of the shareholders or members is generally limited to the amount of capital contributed by each.
- The capital must be fully subscribed and at least 25% of the par value of the shares must be paid in. (Article 79 CCL). When the capital stock is not fully paid up, the bylaws must state the manner and time period for the payment of the remaining portion of subscribed capital.
- The minimum capital requirement is fixed at 60,000 Euros (projects of a certain magnitude). (Article 4.1. CCL)
- The Registered name of the company is to be accompanied by the abbreviation S.A. or S.A.U. for a one-person SA. (Article 6 CCL)
- The incorporation process and formal requirements are common for S.A. and S.L.