SPAIN Law and Practice Contributed by: Marta González-Llera, Toni Barios, Jorge del Castillo and Rafael Baena, Cases & Lacambra
5.4 Minimum Capital Requirement The minimum capital required to incorporate an entity in Spain is as follows: • for an SL – EUR1 fully subscribed and paid up upon incorporation; • for an SA – EUR60,000, necessarily fully subscribed and at least 25% paid up upon incorporation; • for a SOCIMI – EUR5 million, necessarily fully subscribed and paid up; • for a FII – EUR9 million, necessarily fully sub - scribed and paid up with a minimum num - ber of 100 stakeholders, and if a real estate investment fund is incorporated by compart - ments, each shall have a minimum share capital of EUR2.4 million, and the aggregate of all compartments shall not be less than EUR9 million; and • for an SII – EUR9 million: if a real estate investment fund is incorporated by compart - ments, each of them shall have a minimum share capital of EUR2.4 million, and the aggregate of all compartments shall not be less than EUR9 million. 5.5 Applicable Governance Requirements The applicable Spanish regulation is the Royal Legislative Decree 1/2010, of March 1st (the “Act on Corporations” – Ley de Sociedades de Capital ), for which governance requirements are flexible and allow their setting up and organisa - tion mainly on a shareholder’s consensus basis. • Shareholders’ meetings – for an SL, differ - ent majorities (and quorums if an SA) are established depending on the content of the resolutions. • These majorities/quorums may be increased in the by-laws.
• The management body, which must be appointed by the shareholders’ meeting, may adopt different forms: (a) a sole director; (b) two or more directors who act jointly; (c) several directors acting joint and sever - ally; or (d) a board of directors with a minimum of three members. • Directors must act diligently and with loyalty to the interests of the company. • Transfer of shares: (a) an SL must be recorded in a public document, and is generally not freely transferable (unless acquired by other shareholders, ascendants, descendants, or companies within the same group) – in fact, the law establishes a pre-emptive acquisition right in favour of the other shareholders or the company; and (b) for an SA, the transfer depends on how they are represented (share certificates, book entries, etc) and on their nature (registered or bearer shares) – in principle, they may be freely transferred unless the by-laws provide otherwise. • Every shareholder has several rights, such as the right to information and the right to chal - lenge corporate resolutions. Governance requirements applicable to col - lective investment schemes (FIIs or SIIs, and in some cases, for SOCIMIs) are provided for in Law 35/2003, of 4 November, on Collective Investment Schemes applying to open-ended funds and Law 35/2003, of 4 November, on Col - lective Investment Undertakings. 5.6 Annual Entity Maintenance and Accounting Compliance The incorporation of a company requires that certain obligations related to accounting and,
862 CHAMBERS.COM
Powered by FlippingBook