Modifications in the Law of Capital Companies

Law 11/2018, of December 28, modifies the content of the Capital Companies Act, the Commercial Code and the account auditing law. The most significant modifications are the following:

Modifications in the law of capital companies

Modification in the accreditation of the reality of the contributions

This new wording implies that, as of the date, it will not be necessary to accredit before the authorizing notary of the deed of incorporation of a limited liability company the corresponding bank certificate of monetary contributions, as long as the founding partners make the aforementioned notary the manifestation required for that purpose.

Moment and form of dividend payment

The inclusion of this section assumes that the dividends approved at the general meeting must be paid in full by the company to the partners or shareholders, in proportion to their participation in the share capital or in the proportion indicated in the bylaws, within a maximum period of twelve months from the date of the aforementioned general meeting, regardless of whether the board itself determined a term longer than the one outlined.

Right of separation in case of lack of dividend distribution

The Articles of Association may expressly include the non-application of this right of separation even though the company does not distribute dividends. This exclusion of the right of separation requires unanimous agreement of all partners.

The basis for calculating the minimum amount to be distributed to avoid the right of separation

Although previously the minimum distribution was one-third of the benefits of the exploitation of the corporate purpose, now it passes to twenty-five per cent of the profits obtained during the previous fiscal year that are legally distributable provided that they have obtained benefits during the previous three years. and the total of the dividends distributed during the last five years does not equal, at least, twenty-five per cent of the legally distributable benefits in the said period.

Preparation and dissemination of a state of non-financial information by large companies and business groups

The status of non-financial information should be included in the management report, individual or consolidated, and the account auditors should only verify that said status has been provided. From the entry into force of the Law, the companies of capital in which the requirements enumerated by the law will concur and will cease in the obligation to present the state of non-financial information will be obliged to include the non-financial information status if they fail to gather, for two consecutive years, any of the requirements.

  • New content for non-financial information status.
  • Separate report: Law 11/2018 allows the status of non-financial information to be issued in a separate report.
  • Audit: The auditor will only check that the status of non-financial information is included in the management report or, where appropriate, the reference corresponding to the separate report has been indicated in the aforementioned form.

For more information on how this modification may affect you, contact our tax advisors to have a meeting you.

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