Reserva legal sociedad limitada

In the event of failure, the partners of a corporation must respond with their personal assets.

It is clear that the purpose of the incorporation of a corporation or limited liability company is to obtain profits for the shareholders, although the Consolidated Text of the Corporations Law establishes a series of limitations on the distribution of such profits among the shareholders.

In the year-end closing processes, the accounting profit for the year is calculated and this will appear as a balance in the Profit and Loss account. Let us remember that if the balance is a credit or debit, we will have had a profit or loss, respectively.

On the other hand, if there has been a profit for the period, we are obliged to make a proposal for its distribution, which will appear in section 3 of the Notes to the Financial Statements. This proposal will be accounted for in the following period, once it has been approved by the General Shareholders’ Meeting.

From an economic point of view, it is obvious that if there have been losses in previous years (these will be recorded in the account «Negative results of previous years»), what has occurred is a decapitalization or reduction of the company’s resources, and if profits have now been obtained, they will have to be used to recover a more balanced equity situation. Articles 123 and 260 of the TRLSA are expressed in this sense.

Legal reserves of commercial companies

Outside of this obligation by Law, a company could contribute more than 10% to this type of Reserve, in addition, the General Meeting can agree the constitution of other types of Reserves at the time of preparing the Annual Accounts, since it will decide how to distribute the company’s results.

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Statutory reserves

2. It is also an essentially closed company, in which the transfer of shares is restricted, except in the case of acquisition by shareholders, by the spouse, ascendant or descendant of the shareholder or by companies belonging to the same Group as the transferor, which, in the absence of a clause to the contrary in the bylaws, constitute cases of free transfers. This closed nature is also manifested in the fact that, unless otherwise provided in the bylaws, representation at the meetings of the General Shareholders’ Meeting is restrictive in nature.

Notwithstanding the foregoing, it has seemed appropriate to clarify the legal regime contained in the Directive, while introducing certain other rules with the fundamental purpose of extending the protection of third parties.

1. Council Directives 90/604/EEC and 90/605/EEC of 8 November 1990 amend certain aspects of Directives 78/660 and 83/349 on the annual accounts of certain types of companies and consolidated accounts. This amendment obviously affects the discipline of the annual accounts contained in Chapter VII of the Corporations Law in force, while at the same time it implies an extension of the application of this discipline to certain partnerships and limited partnerships.

Legal representative

To regularize means to adjust, regulate or put in order. In the service of this regularization, the system has sometimes been modified, while attempts have been made to reduce the imperfections of the normative proposals. Naturally, the recast text contains the entirety of what it recasts. Neither have the parts that experience has shown to be obsolete been deleted; nor have the solutions provided by the law been modified, even though practice has cast doubt on their efficiency and highlighted the cost of application; nor have rules that have not yet achieved legislative recognition been incorporated in anticipation of the foreseeable solution. But a consolidated text that would come to light without this imperative regularization would betray the terms of the authorization granted.

This substantial unity between the different forms of capital companies can be seen even more clearly, if possible, in the systematic arrangement of the consolidated text, which has renounced a possible division between «general parts» and «special parts», articulating the texts by subject matter, with the appropriate generalizations, without prejudice to the inclusion, within each chapter or section, or even within each article, of the special features of each form of company when they really and effectively exist. However, the interpreter will be able to appreciate that the impossibility of crossing the limits of the authorization leaves open questions as to the meaning of certain different solutions based on the corporate form chosen.