Anonymous and limited company, how are they different?

The Spanish legal system recognizes the types of consortia as joint stock and limited company They form this conglomerate of groups that make life in this nation, their characteristics and procedures can be found in this article.

What is the limited and limited company?

La joint stock and limited company It has great similarity, since both associations are capitalists, where capital participations are more important than the personal types of the same partners.

A peculiarity of this association is that the mission does not fall on the shareholders but on the expert administrator who is in charge of the function; This professional administrator is the one who assumes the commitment, only an expert professional and not as a potentate whose mission does not usually fall on his partners.

But it is a professional administrator who performs such work; the representation of the professional administrator is the one who assumes a solely professional commitment and is not the potentate of the manufacturing flows.

In these associations, the capital feeds on the contributions that the creators complete or consent to when they celebrate the social contract, that is, the production of this capital is absolutely private; It should be noted that they go to public savings to constitute the inaugural capital or to be able to increase it.

In relation to the difference between limited company and limited company, the first refers to an open company where all its partners and investors can freely sell or transfer their shares; while the limited one is only free when the person buying is a partner, their marriage partner or the descendants of the seller.

Characteristics of a public limited company

Among the main and fundamental characteristics of a corporation, the following can be highlighted:

• The corporation forms a strictly capitalist type of consortium in which capital is the most significant component. Due to its particulars, it is the judicial form that best suits the needs of large firms.
• The number of partners for its constitution can be one or more, and both individuals and individuals are legal, at the same time as in the case of SLs, when there is only one partner they are called sole proprietorships.
• A reporting feature in which it agrees with the SL is that the commitment of the partners is restricted only to the contributed capital.
• The minimum share capital of nature is 60.000 euros, this capital is divided into nominative exercises or to the charger, this type of consortium can be created through a synchronous foundation, all operations are contributed at the time of creation or continued, the actions are contributed successively.
• The capital must be fully registered and contributed by at least 25% at the time of the nature of the company, the amounts that are credited subsequently as discussed are appealed passive interest.
• The company name will be established with the nickname chosen for the consortium followed by a public limited company or its acronym “SA”.
• This society is dedicated by the Lien of Companies.

Characteristics of a Limited Company

Among the main and fundamental characteristics of a limited company, the following can be highlighted:

• At the time of constituting this type of companies, a minimum of one partner is mandatory, although they can be more than one, when they are constituted by one they are only called single-member limited companies, for this reason, the partner can be a physical or legal element .
• The commitment of the shareholders, as the name of the company says, is limited to the capital contributed, which means that it only manifests the debts of the identity for the capital invested.
• The capital is divided into interventions that are equal cumulative and inseparable parts of the capital of a limited liability association and that cannot be incorporated into negotiable titles; likewise, its transfer is restricted because it is not free and shares cannot be designated.
• The minimum capital for its statute must be 3.000 euros, a figure that must be fully subscribed and paid at the time of the constitution of the company, which means that it does not accept passive interest, that is, disbursable a posteriori.
• The company name of the SL is constituted by the name, followed by Limited Company, Limited Liability Company”, or its acronym “SL” or “SRL”.
• In the cases in which it is desired to emanate the transfer of social collaborations, the directors must be notified of the intention to deliver, as well as the number of collaborations that are to be transferred, the identity of the buyer and the agreed price; despite the fact that the rest of the partners have a dominant right to the acquisition, jointly, said assignment must be executed in a public document.
• This company contributes through the Tax on Companies.

Procedures to establish a limited and limited company

In order to manage the procedures and be able to establish a limited company, the following requirements must be completed.

• Application for the title of company name (negative certificate of the name)
• Bank account start
• Transcription of regulations and signing of the constitution document
• Payment of the tax on property transfers
• Registration in the commercial register
• CIF application, census declaration and tax on economic activities
• Registration in the self-employed and general partners and workers regime
• Guest Book Request

Negative name certificate

It is an accrediting item that the pseudonym designated for the company does not coincide with that of another existing one, the documents to be presented for this official instance processing with the names chosen for a maximum of five in order of preference.

The Validity of the name allowed is 3 months in accordance with the provisions of Royal Decree 158/2008; when this term has passed, it must be reorganized, when no more than 6 months have passed, since then it will have definitively declined.

Bank account opening

When you already have the denomination credential, you must go to the banking agency to open the account that goes in the name of the company of incorporation, where you must contribute the minimum capital established to start the company corresponding to 3.000 Euros, corresponding to limited companies and 6.000 Euros for public limited companies.

The payment for the corporation must be at least 25% of what is established in the business agreement, while the limited company must pay the total amount established. The banking entity will be the financial and organizational entity that will deliver the credential that must be carried in front of the notary; the rest of the company's money must be paid in gradually.

Elaboration of the statutes

The statutes are the measures that are going to be handled in society; name, corporate purpose, capital stock, registered office, participation regime of each partner, among others. It is necessary to place a financial law professional to transcribe them or to relate them to the notary's office.

You must go to the notary's office to be able to sign the company's statute document, it is the most expensive procedure but without this document it is not feasible to register the company in the Mercantile Registry. For this diligence, the bank certificate, the commercial registry, the bylaws and the identity documents of each of the shareholders must be presented.

Registration in the commercial register

The limited company must be shown in the registration within 1 month from the consent of the instrument of incorporation by the notary, and the limited company within 2 months; The mercantile registry will be the convenient one for the social dwelling established in the regulations.

Dear reader, if you want to know more about the commercial registry processes at the time of opening a business, we cordially invite you to read our article on the requirements to open a business.