Non-Profits

Governance and bylaw requirements vary depending on incorporation type.

Associations

Association governance should be established in the Articles of Association. Associations must hold annual meetings for the General Assembly (“GA”), the superior governing authority of the association.

Members of the GA must approve association actions via some internal democratic process. They must also select a representative body of associates to manage and represent the interests of the association. The Articles of Association should note if any members (associates) are being compensated financially for their services.

For more details, please refer to Article 11 of the Constitutional Law of 1/2002 of 22nd March, which provides rules for the governance and internal administration of associations that would apply in the absence of rules already established in the Articles of Association of the entity in question.

Foundations

Foundations are governed by a combination of the founder’s will (if applicable), foundation statutes, and related laws, such as the Foundation Act. Foundations must prepare and present annual action plans to the authorities.

The government must also be involved in any disposal of property in the foundation’s endowment or other assets directly linked with the foundation’s purpose.

Cooperatives

For information on requirements for cooperatives, we advise seeking professional and legal advisory.

For-Profits

Requirements for company bylaws in Spain are found in the Capital Companies Law. The bylaws (also referred to as the “articles of association”) are binding on all directors and shareholders.

Company bylaws should include:

• Company name
• Purpose of the company
  • Completion of the purpose will automatically dissolve the company unless the bylaws also include an additional clause extending the duration
  • If the corporate purpose is modified substantially (as to be different), dissenting shareholders can withdraw and be reimbursed.
• Office address in Spain
• Amount of registered share capital
• Number and form of company shares

Management can be given to a single director, several directors acting jointly, or a board of directors.

Sources

• Lex Universal

  New Right of Association Law in Spain

• Constitutional Law of 1/2002 of 22nd March, Art. 11

• Mariscal & Abogados Asociados

  The New Capital Company Law in Spain

• TBA Associates

  Incorporating a Foundation in Spain

• InvestinSpain.org

  Guide to Business in Spain