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Requirements for contributions to capital partners

The shareholders of any company provide it with the resources for the development of its corporate purpose. These resources are the Corporate Capital which is the guarantee of the company with the creditors. Therefore, the partners acquire at the time of the subscription of the Company shares the obligation to pay. That payment can be made in two different moments, at the time of incorporation, and in the case of capital increases.

In the case of Sociedades Limitadas (Limited companies); the payment shall be equivalent to 100% of the amount subscribed at the time of the establishment. However, in the case of Sociedades Anónimas (similar to Public companies) the minimum amount shall be 25% of the subscribing capital. The rest of the outstanding capital should be contributed at a later time and the moment for the subscription must be determined in the Company Bylaws. In the case of transfer of a non-released share (action that has not been paid), the purchaser and the board will acquire a joint responsibility for the undisbursed portion.

Contributions to Capital Partners

The contribution must be made in cash or by a non-monetary contribution. The monetary contributions must be made in Euros or determine an equivalence in Euros. There are two methods supported by the Mercantile Registry; the first is through a certificate issued by a bank within a maximum period of two months of the signing of the Deeds, the second, much rarer method, involves the delivery of an amount to the Notary that authorizes the Deeds.

In the event that non-monetary contributions are made, there is a difference between the S. L. and the S.A. companies. This difference is essential, as Sociedades Anónimas must appoint an independent expert to conduct a valuation of the non -monetary contributions, while in the case of limited liability companies, the appointment of an expert is optional and you can only choose an expert if you want to limit liability for the value of the contribution, this not being obligatory in any case.

For the capital increases, the starting point is the agreement of the Shareholders Meeting in which the agreement for the increase is adopted as well as the subsequent subscription. The most usual case is that the totality of the Shareholders decide the increase, the waiving of the preferential subscription rights and the subscription of the new shares, following the same rules for the subscription in both the monetary and non-monetary forms.

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