The Limited Liability Company (LLC) is one of the most common company forms in Spain; its capital is divided into shares, which are integrated by the contributions of all partners who are not personally responsible for social debts.
The main characteristics are:
– The partners are not personally responsible for social debts, but only up to the limit of their contribution.
– It is a capital company.
– The capital should be fully subscribed and disbursed, and not less than €3,000.
– The shareholdings are generally restricted in transmission.
– The company is flexible, in which the autonomy of the will of the partners predominates.
– It is prohibited to issue bonds or other negotiable securities grouped into issues.
One of the main reasons why the constitution of a Limited Liability Company has been increased is due to the non-requirement of an independent expert report on non-monetary contributions, or certain reports and legal advertising requirements. In another type of company, these requirements are mandatory.
The constitution of capital companies requires a public deed, and in order to have full legal status, the company must register with the Mercantile Registry and with the inscription; the company acquires a legal personality corresponding to the chosen social type, which in our case is Limited Society.
Once the company is registered in the Mercantile Registry, the Mercantile Registry officer will send for publication the data related to the constitution deed that are regulated at no additional cost, to the Official Book of the Mercantile Registry (“Diario Oficial del Registro Mercantil”).
With regard to the Deed of CONSTITUTION, it must be granted by all founding members, whether natural or juridical persons, either by itself or through a representative, who must assume all of the shares or subscribe the totality of the shares.
The Deed of Constitution must contain:
- A) The identity of the partner or partners.
- B) The desire to establish a capital company (in our case, it would be the social type of limited liability).
- C) The contributions that each partner makes and the number of share capitals or shares attributed to each partner.
- D) The articles of association of the company.
- E) The identity of the person or people who are initially responsible for the administration and representation of society.
Do not hesitate to contact our office of lawyers and accountants in Marbella if you wish to obtain more information about limited liability companies or if you are interested in the constitution of this type of company.