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II. Forms of business enterprise

Spanish law envisages various different kinds of mercantile entities, all of which can be used by foreign investors.

The most significant are:
– Corporation ("Sociedad Anónima", abbreviated as "S.A.").
– Limited Liability Company ("Sociedad de Responsabilidad Limitada", abbreviated as "S.L." or "S.R.L.").
– New Limited Liability Company ("Sociedad Limitada Nueva Empresa" abbreviated as "S.L.N.E.").
– General Partnership ("Sociedad Regular Colectiva", abbreviated as "S.R.C." or "S.C.").
– Limited Partnership ("Sociedad en Comandita", abbreviated as "S. en Com." or "S. Com.") or Limited Partnership by Shares ("Sociedad en Comandita por Acciones", abbreviated as "S. Com. p.A.").

The above forms of business enterprise are listed in order from the most common to the least frequently used. Traditionally, the corporation ("S.A.") has been by far the most commonly used form, whereas the limited partnership has been rarely used.

However, the limited liability company ("S.L.") has gained popularity as a result, among other reasons, of its comprehensive regulation under Law 2/1995 and a lower minimum capital requirement than that for S.A.’s.
The new limited liability company ("S.L.N.E.") is a recently created type of limited liability Company which simplifies its incorporation requirements.

Some of the salient features of each of the above corporate forms are summarized below. It should be noted that in many instances the Law provides only minimum standards or general rules. The founders of a company have a great deal of flexibility in tailoring the structure of the company to their specific needs through inclusion of certain clauses in the bylaws, for which purpose they should seek proper legal advice.

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