Recent Regulatory Changes for Spanish Limited Companies (SL) and Public Companies (SA): 2021–2025

Overview

The Spanish capital companies legal framework, codified in the Ley de Sociedades de Capital (LSC) and approved by Real Decreto Legislativo 1/2010 of July 2, has undergone a series of significant legislative modifications over the period 2021 to 2025. These reforms affect both the Sociedad de Responsabilidad Limitada (SL) and the Sociedad Anonima (SA), altering corporate governance standards, shareholder rights, dissolution thresholds, and structural reorganization procedures.

1. Corporate Governance and Shareholder Meeting Reform (Ley 5/2021)

Enacted on April 12, 2021 and entering into force on May 3, 2021, Ley 5/2021 introduced a set of amendments aimed at modernizing governance structures and facilitating long-term shareholder engagement.

Article 182 — Remote Attendance at Shareholder Meetings

The amended Article 182 LSC now permits shareholders to attend general meetings remotely in all capital companies, including SLs and not solely SAs, provided this is stipulated in the company's bylaws. This standardizes rules previously available only to listed companies.

Article 182 bis — Fully Virtual General Meetings

A new Article 182 bis establishes the legal basis for exclusively telematic general meetings across all capital company types, subject to two cumulative conditions: (a) the company's bylaws expressly authorise virtual meetings; and (b) all participants can effectively exercise their rights through the designated remote communication platform. For legal purposes, such meetings are deemed to have been held at the company's registered office.

Article 225 — Director Duty of Care

Article 225 LSC was reinforced to explicitly require directors to subordinate their personal interests to those of the company as part of their general duty of diligence. This codifies a standard previously interpreted through case law and doctrine.

Article 231 — Broadened Definition of Linked Persons

The definition of linked persons (personas vinculadas) was expanded to include entities in which a director exercises significant influence, with a rebuttable presumption of such influence where the director holds at least 10% of share capital or voting rights, or has access to board representation. Shareholders represented by a director on the board are also classified as linked persons.

Article 231 bis — Intragroup Operations

A new conflict-of-interest approval mechanism for intragroup operations was introduced. Shareholder meeting approval is required when an operation involves a parent or group company and equals or exceeds 10% of total company assets. For other intragroup operations, board approval suffices. The board may delegate approval authority for ordinary-course transactions to committees or senior management. Subsidiary operations are generally excluded unless a significant shareholder holds linked-person status.

Article 315 — Simultaneous Registration of Capital Increases

Article 315 was amended to unify the registration standard across all capital company types: both the capital increase resolution and its execution must be registered simultaneously in the Mercantile Registry. This eliminates a prior exception applicable to SAs in cases of incomplete subscription.

2. Cross-Border Structural Modifications (Real Decreto-ley 5/2023)

Real Decreto-ley 5/2023 of June 28, 2023 transposed EU Directive 2019/2121 into Spanish law and introduced substantive changes to the LSC concerning cross-border structural reorganizations applicable to both SL and SA entities.

Articles 160, 164, and 199 — Cross-Border Domicile Transfer

References to relocation abroad (traslado del domicilio al extranjero) were replaced with the concept of cross-border transformation (transformacion transfronteriza), bringing the Spanish framework into alignment with EU harmonized procedures. Companies undergoing such operations are now subject to the detailed procedural requirements codified in Book One of RD-ley 5/2023, which replaced the repealed Law 3/2009 on structural modifications.

Article 346.3 — Shareholder Separation Rights

Shareholders exercising separation or sale rights during structural modifications are now directed to the new structural modification regime established in RD-ley 5/2023. This replaces prior references that had become legally inconsistent following the repeal of Law 3/2009.

Article 461 — SAE Shareholder Protection

Shareholders of a Sociedad Anonima Europea (SAE) are granted the right to sell their shares if they vote against a cross-border relocation to another EU member state, providing a statutory exit mechanism consistent with the directive's shareholder protection objectives.

Article 462 — Creditor Protection in Relocations

Creditors whose claims predate the publication of a relocation proposal are entitled to the protections specified in the structural modification rules of RD-ley 5/2023, ensuring that cross-border operations do not impair pre-existing creditor rights.

3. Digital Formation Procedures (LSC Amendments, effective 2024–2025)

Successive amendments to the LSC have introduced mechanisms enabling fully digital company formation procedures for SLs. These provisions do not extend to the SA form, which retains mandatory requirements for minimum paid-in capital of 60,000 EUR and traditionally authenticated formation procedures.

Article 22 bis — Online Constitution

Article 22 bis establishes the legal basis for constituting a sociedad de responsabilidad limitada through entirely online procedures, without requiring physical presence before a notary. The process may be completed via video conference, with notarial authentication carried out remotely.

Articles 40 bis through 40 quinquies — Electronic Procedures for SRL

A series of new articles codify the procedural steps for electronic constitution of SRLs, including requirements for identity verification, document submission, and registration timelines. The stated regulatory target is a formation process completable within six hours under standard conditions.

4. Dissolution Due to Losses — Real Decreto-ley 1/2025

Real Decreto-ley 1/2025, entering into force on January 28, 2025, modified the application of the dissolution cause established in Article 363.1.e) LSC, which requires companies to dissolve when net equity falls below 50% of share capital.

Scope Narrowing from RD-ley 9/2024

The prior framework, introduced by RD-ley 9/2024 and subsequently rejected by Congressional Resolution on January 22, 2025, had excluded losses accumulated during 2020–2021 from dissolution calculations through the start of fiscal year 2026. RD-ley 1/2025 retroactively narrows this exclusion to losses caused exclusively by the DANA natural disaster event that affected the Iberian Peninsula and Balearic Islands between October 28 and November 4, 2024, pursuant to the Council of Ministers Agreement of November 5, 2024.

Director Obligations

Under the reinstated general regime, company directors are required to convene the general shareholders' meeting within two months of the fiscal year's close if, after accounting for any permitted loss exclusions, net equity falls below the 50% threshold. Failure to comply may give rise to director liability under Article 367 LSC.

Practical Implications

Companies that relied on the broader COVID-19 loss exclusion must reassess their financial position under the narrowed framework. The reincorporation of previously excluded 2020–2021 losses into the calculation basis may trigger dissolution obligations for entities that had not addressed those deficits through recapitalization or other statutory measures.

Summary of Key Legislative Instruments