What is the difference between SA and SL?

As far as companies and organizations are concerned, a Public Limited Company (SA) is not the same as a Limited Company (SL). There are many people who wonder how they differ or who do not know exactly what their differences are.

Whether you want to know their differences out of curiosity or if you are considering setting up a company or do not know which option to choose. In this article we explain their main differences.

Characteristics of the Companies Limited company (SA)

The Limited Company is a type of commercial company aimed mainly at large companies and organizations that have several shareholders. The main characteristics of an SA are the following:

  • Minimum capital: €60,000
  • Payment: Minimum of 25% and the issue premium, if any.
  • Shares/participations/bonds: Capital divided into shares (transferable securities). Obligations can be issued.
  • Transfer of shares or participations: Free transferability, except bylaws. The form of transmission depends on its representation (entries into account, titles) and its nature (nominative bearer).
  • Modification of statutes: Requires a report from the administrative body or from the shareholders who propose the modification.
  • Non-monetary contributions: Requires independent expert report, except listed shares or prior report.
  • Announcement of general meeting: Announcement on the website or BORME and in a newspaper with large circulation in the province of the company’s domicile.
  • Quorum for attendance at the general meeting and majority: Different quorums and majorities are established depending on whether it is a first or second call. These may be raised by the statutes.
  • Right of attendance: Restrictions can be established (minimum number of shares).
  • Administrative body: The statutes must establish a specific body (Board of Directors, administrator one).
  • Members of the board of directors: Minimum 3. There is no maximum limit.
  • Duration of the position of administrator: Maximum 6 years. Re-electable for periods of equal maximum duration.

Characteristics of Limited Company Companies (SL)

The SL or Limited Company is the most common type of commercial company used by self-employed workers and SMEs in Spain. These types of companies are aimed at small and medium-sized companies. Such as family or sole proprietorships. Next, we detail its main characteristics so that you can compare them with the SA.

  • Minimum capital: €3,000
  • Disbursement: In full.
  • Shares/participations/bonds: Capital divided into shares (not just securities). Obligations cannot be issued.
  • Transfer of shares or participations: Transferability is subject to restrictions. The transmission must be recorded in a public document.
  • Modification of statutes: No report required.
  • Non-monetary contributions: No report required. The partners are responsible for the contributions with their personal assets.
  • General meeting call: The bylaws govern (valid call by letter). Failing that, the same as in the SA
  • Quorum for attendance at the general meeting and majority: Different majorities are established according to the content of the agreements, which may be increased by the bylaws.
  • Right of assistance: This right cannot be restricted.
  • Administrative body: The statutes can leave open the type of administrative body from among those provided by law, and it is the meeting that decides.
  • Members of the board of directors: Minimum 3. With a maximum of 12 members.
  • Duration of the position of administrator: Indefinite, except bylaws.

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