Key information in a company’s articles of association

The articles of association must contain certain mandatory elements that guarantee the legality and organization of the company. Below, we detail the essential aspects that must be included in this document to comply with official regulations:

1. Identification of the founding partners

One of the first aspects that the articles of association must reflect is the identification of the partners or shareholders involved in the creation of the company.

For each partner, the following information must be included:

• Natural persons: Full name, surname, DNI or NIE in the case of foreign citizens.
  
  

• Legal persons: Company name, CIF and details of the legal representative.
  
  

This information is essential to establish the ownership structure of the company and determine the rights and obligations of each partner.

2. Type of company

The document must specify the type of company being incorporated. The choice of company type impacts on the liability of the partners, the taxation and the applicable legal regime.

The most common legal forms in Spain include:

• “Sociedad Limitada (SL)”: Recommended for small entrepreneurs and startups. Its main advantage is the limitation of the partners’ liability to the capital contributed.
  
  

• “Sociedad Anónima (SA)”: Designed for large companies, it allows for the raising of investment through the issuing of shares.
  
  
• “Sociedad Cooperativa”: Suitable for projects with a collaborative and sustainable focus, where the partners actively participate in the management and profits of the company.
  
  

The choice of company type should be aligned with the business objectives and its growth strategy.

3. Corporate purpose

The corporate purpose defines the activity or activities that the company will carry out. It must be written clearly and precisely, as it influences:

• The regulations that will govern the business activity.
  
  
• The tax regime applicable to the company.
  
  
• Future commercial operations and agreements.
  
  

A corporate purpose that is too restrictive can limit the development of the business, while one that is too broad can generate problems with the Tax Administration.

4. Share capital and distribution of shares

The share capital represents the amount contributed by the partners to start up the company.

In a Limited Company (Ltd.), the minimum capital required by law is 1 euro, although it is recommended to have a more solid economic base to guarantee the viability of the business.

In a Public Limited Company (SA), the minimum capital required is 60,000 euros, of which at least 25% must be paid up at the time of incorporation.

In addition, the deed must specify the distribution of shares among the partners and the rights associated with each one.

5. Registered office

The registered office is the company’s official address and must be stated in the articles of association. This information is important because:

• It determines the legal and administrative jurisdiction of the company.
  
  
• It is the place where official notifications from the Tax Agency and other bodies will be received.
  
  
• It can influence the taxation of the company, depending on the autonomous community in which it is established.
  
  

6. Administrative and representative bodies

It is compulsory to define the management structure of the company. There are different models of administration, among which the following stand out:

• Sole administrator: A single partner or external person manages the company.
  
  
• Joint and several administrators: Two or more administrators must act jointly to manage the company.
  
  
• Joint administrators: Two or more administrators can act independently in decision-making.
  
  

• Board of directors: A group of administrators makes decisions collectively, ideal for companies with a large number of partners or shareholders.
  
  

The choice of administration model should be aligned with the structure of the company and the interests of the partners.

7. Company statutes

The company statutes are the set of internal rules that regulate the functioning of the company. They should include:

• Rules on the transfer of shares.
  
  
• Rules for decision-making and voting.
  
  
• Procedures for the distribution of profits and dividends.
  
  
• Mechanisms for the dissolution and liquidation of the company.
  
  

It is advisable that the statutes be written in a detailed and clear manner to avoid conflicts between the partners in the future.

8. Start date of activities

The articles of incorporation must establish the date on which the company will begin operations. This is important because:

• It defines the start of the company’s fiscal year.
  
  
• It can influence the application of tax incentives and aid for new companies.
  
  
• It establishes the legal basis for the business activity.
  
  

9. Non-monetary contributions (if any)

If the partners make contributions in the form of goods or rights instead of money, the deed must detail:

• The nature of the assets contributed (real estate, machinery, patents, rights of use, etc.).
  
  
• Their economic valuation, which in some cases requires an expert report.
  
  
• The rights and obligations associated with these contributions.
  
  

This aspect is key in companies where the initial investment includes physical or intellectual assets.

Formalize your project with the articles of association

Given that the correct wording of the articles of association of a company is essential to avoid future conflicts and guarantee legal security, it is highly advisable to seek specialized legal advice.

If you need help with the incorporation of your company and the drafting of the articles of association, our team of commercial law experts is ready to guide you through every step of the process. Contact us and ensure the success of your company from the moment it is founded!