Law 11/2018 of 28th December which modifies the Commercial Code, the Capital Companies Act and the Account Auditing Act has modified various important aspects of the Spanish Capital Companies Act (“SCC”). In the following we shall take a look at two such aspects.
1. MODIFICATION OF THE SCC. PROOF OF THE CONTRIBUTION OF CAPITAL.
The incorporation of Spanish limited liability companies has been simplified given that the requirement for providing a bank certificate proving the deposit of the company capital has been eliminated.
For the incorporation of limited liability companies in Spain, the founding partners must provide a minimum capital of Euro 3,000. In order to do so, it is necessary to open a current account in a Spanish bank and pay in the capital. Once this has been carried out, before the modification of the SCC occurred, it was obligatory to request a certificate from the bank proving that the funds had been paid into the company bank account. In turn, the original of said certificate had to be handed over to the notary public upon the granting of the public deed of incorporation of the company so that it could be included in said public deed.
Law 11/2018 has modified this particular and has eliminated the obligation to provide the bank certificate proving the deposit of the capital for limited liability companies, thus introducing paragraph 2 to article 62 of the SCC, which establishes that “it shall not be necessary to prove the monetary contributions in the incorporation of limited liability companies if the founders thereof state in the public deed of constitution that they shall be jointly and severally liable with regard to the company and its creditors for the effective monetary contribution”.
This exception is not applicable to joint-stock companies, which must continue to provide said bank certificate.
2. MODIFICATION OF THE COMMERCIAL CODE.
Paragraphs 1 and 6 of article 44 of the Commercial Code are also modified, including the obligation to include the non-financial information statement in the management report, for groups (articles 44 and 49 of the Commercial Code) and for companies (articles 253 and 262 of the SCC).
Finally, articles 276 and 348 bis of the SCC have also been modified which shall be dealt with in greater detail in future articles.
Hugo Ester
Vilá Abogados
For further information, please contact:
4th January 2019
