The Directorate General for Legal Certainty and Public Faith examines the validity of incorporating a limited company (SL) where a shareholder contributes an autonomous economic unit (a nursery school business) with a net value of zero euros (Art. 1261.2º of the Civil Code). The mercantile registrar refused registration, arguing that the contribution must have a certain object and that the lack of real value compromises the principle of the reality of share capital. The resolution addresses the distinction between capital contribution and sale and purchase regarding the regime of warranty against defects and the protection of the company (Art. 66 of the Companies Act).
For entrepreneurs and sole traders wishing to contribute their business to a limited company (SL), the resolution warns of the risk that the Mercantile Registry may reject registration if the economic unit contributed has a net value of zero euros. This affects the legal certainty of the share capital, as the company must maintain the capacity to demand additional contributions to compensate for value discrepancies (Art. 66 of the Companies Act). The main risk is the invalidity of the incorporation due to the lack of a certain object or the violation of the principle of the reality of share capital.
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