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Corporate Governance Services in Spain

Understand the best legal structure for your enterprise

Our corporate lawyers will guide you through the process step-by-step.

How can a lawyer help me?

It is essential to have the advice of a lawyer who can help select the best corporate form to choose. An experienced lawyer will ask the right questions to understand the type of activity to pursue and the number of people involved in the project, to suggest the best suited corporate structure.

Generally speaking, limited partnerships are suitable for all types of business and are often the most advisable form for small to medium scale start-ups.

The Limited Liabiltiy Company is the more stable option for most companies given that the sale of shares is subject to prior consent at the General Meeting and the prior exercise of the remaining shareholders’ pre-emptive acquisition rights. Here, there is greater control over the share capital and the company is provided with certain stability.

However, Public Companies are recommended for clients who want to start big and/or will require financing during their start-up phase as banks tend to view a high share capital as an additional guarantee. Furthermore, if the founder(s) aim to list to on a stock exchange, a Public Company structure is the best approach.

A Public Company requires a higher minimum share capital of €6,000, although only 25% is required at the start, and for the shares to be freely transferable.

It’s also important to note the composition of the Management Body and whether there is one, several directors or a board. The Management Body will play a key role if there are many shareholders and conflicting interests within the company.

The simplest and most-recommended approach is having a Sole Director, who is accountable to the General Meeting. However, if there is more than one director, then the safest form is a Joint Director.

¨We will be with you each step of the journey.¨

What is Corporate Governance?

Good corporate governance follows the same concepts that guide best practices across a company’s organizational and corporate levels.

Good governance is a process that protects the interests of all company stakeholders and helps control the various groups within an organization, like managers, employees and shareholders. It uses legal mechanisms to develop the growth of an ethical, built-to-last culture.

One of the aspects that best helps to guide Good Governance when creating a company is deciding which legal form to choose. There are Limited Liability and Public Companies and the main difference between the two is that Limited Liability Company has a more closed nature, while Public Companies have greater transparency.

Another point to consider is how share capital is to be distributed. It’s important to know what the attitude or philosophy is towards share capital because a majority shareholder has different rights to a minority shareholder.

Finally, the composition of the Management Body is a vital when structuring the company. It’s members are responsible for the day-to-day running of the company and their decisions direct the future of the company and its viability. It’s crucial to to understand and decide upon its composition and whether the client’s interests are represented by it.

Sometimes there are doubts or questions about how to set up a project. We recommend working with a lawyer to explain your current situation, so they that can give you the best possible advice.

What are the requirements?

There are no personal requirements for incorporating a company beyond being of legal age.

As far as corporate structures are concerned, each has its own incorporation procedures and different capital requirements.

Furthermore, it’s possible that the activity to be conducted may require the company to take the form of an SLP and the persons involved in the project must have the corresponding qualifications. This is common for law firms, auditing services and pharmacies, among others.

Frequently Asked Questions

Should I choose a Limited Liability Company or a Public Company?

In the vast majority of cases, the a Limited Liabiltiy Company is the preferred option.

A Public Company is only desirable in specific cases. For exmaple, when planning to be listed on a stock exchange or when you want to prove to third parties that your company has significant financial resources.

How many directors can a company have?

The minimum is one Director. There is no limit for Limited Liability Companies but we recommend having no more than three directors because if there is a disagreement among a Management body with many Directors, it could lead to the paralysis of the body.

Our Story

We are a department formed by qualified legal experts who have been trained in the field of corporate law. We work on these requests every day and it’s our passion. For us, Lexidy is a way of life and what excites us the most is to be able to deliver the happiness and satisfaction of a successful process. We want to help you achieve your goals and dreams.