Juridical Forms Of Companies In Spain - Cooperatives

TABLE OF CONTENTS

1. Description: 2

2. Creation of the organisation: 2

3. Conditions to be fulfilled for a company to start 3

4. Do erectors need to present a financial plan? What happens when the company gets liquidated? 3

5. Number of erectors 4

6. Competences of the council of shareholders and of the Board of Director/ Directors. 4

7. Control of the board of Directors 6LEGAL ENTITIES


← SPECIAL TRADING COMPANIES


← COOPERATIVES



1. Description:

This is a company formed by a group of people who freely and voluntarily join together to conduct business activities in order to satisfy their economic and social needsand aspirations. They work together as a democratic block.



2. Creation of the organisation:


• A corporation is established by means of Articles of Association. But before writing then, you have to go to the Register of Cooperative Companies of the Ministry of Labour and Immigration (or of the autonomous community) to get a negative name certificate, which is a certification priorto drafting of the articles of Association.


• Write the Articles of Association


← The Articles of Association establish the minimum capital needed for the cooperative to be established and commence business, and this must be paid in full at the time of formation.


← The capital is provided by its members and these payments will be made in the legal currency.Payments may also consist of assets or rights that can be financially assessed, if so stipulated in the Articles of Association or if so agreed at the General Meeting.


← The company name must include the words "Sociedad Cooperativa" (Cooperative Company) or the abbreviation "S. Coop.". This name will be exclusive and requirements will be established through regulations.


• AfterArticles of Association being written, they must be certified by a public notary. This way a document of public record is obtained.


• The document of public record is given to the Tax Administration office of the Autonomous Community, so that the corporation is registered in the Register of Business Owners and a Tax ID Number is obtained (CIF). The Property Transfer Tax and Stamp Duty(cooperatives are exempt of paying this tax) and Corporate Business Tax (newly incorporated companies are exempt of paying this tax for the first two years) have also had to be paid.


• Then the corporate must be registered in the Register of Cooperatives, which gives the company a legal personality.



3. Conditions to be fulfilled for a company to start


• Minimum numbers ofpartners: 3


• Minimum capital: Minimum established by the Articles of Association


• Formalities required:


← Construction License (in case building works are done)


← Occupation License (after finishing building work)


← License to Open a Business


← Tax ID number (CIF – Código de Identificación Fiscal)


←Registration at the Tax Administration office of the Autonoomous Community for paying next taxes:


– Exemption from paying the Property Transfer Tax and Stamp Duty Must be stated there.


– Corporate Business Tax (newly incorporated companies are exempt of paying this tax for the first two years)


– Value-Added Tax (VAT)


← Enrol at theLocal Treasury of the Social Security to get a number fo the Social Security Scheme. In case employees are to be taken on, workers must be included and registered in the General Social Security Scheme.


← The Departments of Employment of the Autonomous Community must be informed that the work centre has opened.




4. Do erectors need to present a financial plan? What happens...