17 junio, 2016 by Investa Trust News

Contributed capital in Spanish Companies

In Spain, contributions to a company are those equity elements (whether monetary or not) contributed by the partners. The capital stock increase is a voluntary transaction.

Modes:

Monetary contribution: 
Monetary contributions must be set in Euros (or its equivalent in Euros).

  • The authenticity of the contribution must be certified before a notary public.
  • Said certification is made through a bank certificate that certifies the deposit.

Non Monetary contribution:
Non monetary contributions are real property that can undergo an economic assessment.

  • In the case of the Joint-Stock Companies (SA for its initials in Spanish) an independent expert is required for the assessment of non monetary contributions (optional for SL).
  • As for the guarantee of contributions in the Limited Liability Companies (SL for its initials in Spanish) (when there is no expert report), Partners and Administrators are jointly responsible for this.

 Credits compensation:

  • Credits held against the company can be contributed provided the credits are totally liquid and payable.
  •  In the SA, the company’s auditor must certify the exactness of the data on the credits to be set off offered by the Board.
  • The administrators’ report or if applicable, the auditor’s certificate, must be incorporated to the public writing certifying the execution of the capital increase.

 Capitalization of Reserves:

  • When the capital increase is made with a charge to reserves, the following may be used: available reserves, share premium reserves and legal reserves (SA 10% that exceeds the already increased capital and 100% in the SL).
  • Requirements: The need to have a balance approved by the Board of based on data 6 months prior and verified by the auditors (or designated by the Mercantile Registry if the company is not under the obligation to be audited).

Imagen: Paulina Jadeszko – Unsplash

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