Setting up a Joint Stock Company (Sociedad Anonima) in Spain

 A joint stock company is Spain is also known as a public limited liability company or Sociedad Anonima (SA). This kind of Spanish business is an autonomous legal entity, with its stock capable of listing at the Spanish stock exchange.

Capital

In order to set up a joint stock company in Spain, a minimum share capital of 500,000 SEK is required. This is the equivalent of approx. 60,000 EUR and one quarter of this amount must be deposited into a temporary bank account prior to registration. It is mandatory to clearly explain in the company’s documents the way that the rest of the capital will be paid up. Contribution in kind is also accepted if it is firstly evaluated by an independent expert. The difference between a SA in Spain and a private limited liability company is that a joint stock company can offer shares to the public. 

Shareholders

At least one shareholder is needed for the incorporation of a SA in Spain an there is no maximum number of founders. In a Spanish Joint Stock Company, shareholders are not responsible for the company’s debts. As well as in a limited liability company, the liability of founders is limited by their contribution to the investment. Shareholders must sign all documents required for incorporation in front of a notary.

Management

Public limited companies in Spain need a Board of Directors formed of at least three members and an optional amount of deputy members. It is also compulsory to have a chairman of the Board and a managing director, who have to be different persons. The shareholders’ meeting is also part of the management structure of Spanish SA, having the role to appoint and remove its directors. The Annual General Meeting must be organized no later than six months after the end of each accounting period. During this meeting, shareholders need to approve the directors, the accounts and the distribution of the results.

Control

An annual audit is compulsory for any Spanish joint stock company in order to prepare and submit a balance sheet, profit and loss account and notes to the accounts every year. 

Other requirements

Usually, it takes six to eight weeks to incorporate a Spanish SA. For the incorporation of a joint stock company in Spain, it is important to draft and notarize the articles of incorporation. The SA has to be registered in the Commercial Registry in Spain. It also needs to request a Tax Identification Code, register to pay Impuesto de Actividades Economicas and register with Social Security. As far as the name of the company is regarded, it is mandatory to obtain a certificate which proves that the name is unique in Spain.