Tax & legal glossary Corporate

Spanish Capital Companies Act (LSC)

The Spanish Capital Companies Act (Royal Legislative Decree 1/2010, of 2 July) is the consolidated text governing capital companies in Spain — the limited liability company (SL), the public limited company (SA) and the partnership limited by shares. It regulates their incorporation, share capital, shares and quotas, governing bodies, the general meeting, annual accounts, structural modifications and dissolution.

The Spanish Capital Companies Act (Royal Legislative Decree 1/2010, of 2 July) is the consolidated text governing capital companies in Spain — the limited liability company (SL), the public limited company (SA) and the partnership limited by shares. It regulates their incorporation, share capital, shares and quotas, governing bodies, the general meeting, annual accounts, structural modifications and dissolution.

In practice

The Spanish Capital Companies Act (LSC), enacted as Royal Legislative Decree 1/2010, of 2 July, is the consolidated text governing the legal life of Spanish capital companies, from incorporation to dissolution.

Its correct application is essential in company incorporation, shareholders’ agreements, capital increases and reductions, corporate transactions and director liability. BMC advises across the corporate lifecycle: see our Corporate Governance & Compliance and Corporate Transactions services.

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Frequently asked questions

Capital companies are governed by Royal Legislative Decree 1/2010, of 2 July, approving the consolidated text of the Capital Companies Act (Ley de Sociedades de Capital, LSC). It covers the limited liability company (SL), the public limited company (SA) and the partnership limited by shares.
The limited liability company (SL) has a low minimum capital and quotas whose transfer is restricted — ideal for SMEs. The public limited company (SA) requires a higher minimum capital, divides capital into more freely transferable shares, and is common in larger companies or those planning access to markets.
The LSC distinguishes the general meeting — where shareholders form the company's will — from the governing body (sole director, several directors or a board of directors) responsible for managing and representing the company.
Yes. The LSC requires companies to draw up, approve at the general meeting and file their annual accounts at the Commercial Registry. Failure to do so can lead to penalties and closure of the company's registry page.
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Frequently asked questions

Which law governs companies in Spain?
Capital companies are governed by Royal Legislative Decree 1/2010, of 2 July, approving the consolidated text of the Capital Companies Act (Ley de Sociedades de Capital, LSC). It covers the limited liability company (SL), the public limited company (SA) and the partnership limited by shares.
What is the difference between an SL and an SA?
The limited liability company (SL) has a low minimum capital and quotas whose transfer is restricted — ideal for SMEs. The public limited company (SA) requires a higher minimum capital, divides capital into more freely transferable shares, and is common in larger companies or those planning access to markets.
What bodies does a capital company have?
The LSC distinguishes the general meeting — where shareholders form the company's will — from the governing body (sole director, several directors or a board of directors) responsible for managing and representing the company.
Is filing annual accounts compulsory?
Yes. The LSC requires companies to draw up, approve at the general meeting and file their annual accounts at the Commercial Registry. Failure to do so can lead to penalties and closure of the company's registry page.