To open a company in Spain, investors follow the provisions and regulations included in the Spanish Corporate Enterprises Act. Our team can offer detailed information on the law governing the incorporation, management, control, and dissolution of legal entities and, upon request, other laws and regulations. We invite you to read this article on the Company Act in Spain and send us your questions on any legal matters of interest concerning company formation in this country.
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The laws governing companies in Spain
Some of the main themes treated in the Capital Companies Act, or the Company Act in Spain for short, are the following:
- The types of capital companies that can be incorporated in Spain;
- The minimum share capital;
- Conditions for the company name and domicile (such as the mandatory requirement for all Spanish companies to have their domicile on Spanish territory);
- The general process for company incorporation in Spain (details on the Deed of Incorporation, the Articles of Association, the registration, and the start of the operations, among others);
- Shares, share disbursements, and other matters such as the rights of the shareholders;
- Matters concerning company management, such as the shareholders’ general meeting, the competence of the Board, directors’ duties and liabilities, and others;
- Annual accounting requirements and requirements for submitting changes to the company’s particulars (such as share capital increases, but also other changes);
- Company dissolution and liquidation.
Our team can provide in-depth information about the types of companies that you can open in Spain, according to the Act, and some of the main provisions in terms of corporate taxation.
Changes to the Spanish Company Act
The Company Act in Spain is amended from time to time via Royal Legislative Decrees. Important changes have been brought to the Act in recent years, including those adopted via Law 5/2021 of 12 April, which amended the consolidated text of the Companies Act (and included other changes). Some of the changes brought to the Act via the law passed in 2021 include the following:
- Remote meeting attendance extended for limited liability companies and other new conditions for the company’s general meeting, such as how information is transferred from the company to the shareholders and then to beneficial owners;
- The director’s duty to subordinate their private interests to those of the company in all cases (Article 225);
- Conditions for intra-group transactions to be approved by the parent company;
- Special provisions for share subscription, such as the minimum period to exercise the subscription right, reduced from 15 to 14 calendar days;
- A requirement for new majorities for the approval of changes to the bylaws, such as when the quorum is equal to or greater than 50%, the majority must be 60% of the votes (present or represented);
- Provisions concerning the Board of Directors, such as the introduction of non-delegable powers and the reports issued by the Audit Committee;
- Other amendments, such as those concerning corporate governance obligations (including but not limited to a governance and remuneration report in the director’s report).
Our team that can help you set up a company in Spain can also provide updated information on the latest laws that modify the consolidated text of the Companies Act in Spain, as they are adopted by lawmakers in the country.
Contact us for complete information on company formation in Spain according to the Company Act and updates on the latest legal changes concerning company incorporation laws.