logo Spain Business | Version español |

I. Applicable legislation

Spanish corporate law was substantially modified by Law 19/1989. One of the stated purposes of this law was to adapt Spanish corporate law to the relevant EU Directives following Spain’s accession to the European Community. However, Law 19/1989 is more than a mere adaptation, since it includes many new provisions which are not required by EU law.

Due to the very substantial modifications introduced by Law 19/1989, an amended version of the Corporations Law including such modifications was approved by Legislative Royal Decree 1564/1989 on December 22, 1989. This legislation is referred to henceforth as the "Corporations Law".

Following the promulgation of Law 19/1989, which dealt essentially with corporations, a new law regulating limited liability companies was enacted in 1995 (Law 2/1995), and Royal Decree 1784/1996 was also enacted, establishing new Mercantile Register Regulations.

The Commercial Code, the Corporations Law, the Limited Liability Companies Law and the Mercantile Register Regulations are the basic sources of law in this field.

Lastly, the EU´s Council of Ministers on October 8, 2001, adopted Council Regulation (EC) 2157/2001, which passes the Statute for a European Company (SE), together with Council Directive 2001/86CE, which completes the Statute for the European Company with regard to the involvement of employees.

Said regulation came into force on October 8, 2004. Nevertheless, regarding the Directive, the Government has commenced the necessary steps for its implementation into national law, which have not been fulfilled yet.

The Regulation of the European Company affords to companies operating in various Member States the option of being established as a single company under EU Law and being capable to operate throughout the EU with a unique regulation and unified management and reporting system. For companies acting in different EU Member States, the European Company offers the possibility of reducing their administrative costs with a legal structure adapted to the EU regulations.This new regulation may result in the restructuring of large companies currently operating in various Member States and significant capital movements in Europe.

Choose region
EUROPA AFRICA AMÉRICA DEL NORTE AMÉRICA DEL SUR ASIA AUSTRALIA
mapa
or select your country  boton
ICEX
© ICEX 2008       //       About Us  -  Contact Us  -  Legal Warning