How can I draft the corporate bylaws?

Business start-up in Spain, Legal in Spain Leave a comment   Published on par Jonatan Carbonell

In previous days we explained what the bylaws mean in your company, as well as their importance and, as we know that this topic caught your attention, today we bring you more information about it! Do you want to learn how to write the corporate bylaws of a limited liability company? Read on and find out with us!

Aspects to take into account when drafting the corporate bylaws of a limited liability company

So you have decided to create your bylaws, but you do not know how to start the process of creation. Below, we clarify your doubts and show you 4 essential blocks into which you can divide the structure for drafting these regulations:

1. Basic information

As its name indicates, this first section consists of completing basic data such as:

Company name

You must indicate the corporate name of your company and add the documentation that proves that this name has not been registered in previous situations. It is important that in the name you include the corresponding acronyms according to your case: S.L., S.A., among others.

Registered office

It refers to the place where the company will carry out its commercial activity. In addition, in the event of a change in the domicile in the future, it must be previously approved by the partners.

Duration

Corresponds to the start date of the activity and the estimated duration of the activity. As a general rule, it is set indefinitely.

Corporate purpose

In this case, you will have to list all the work your company is engaged in. For legal purposes only a minimal mention of the activities is needed, however, it is ideal to specify details that could save work for having to take out specific licenses or permits in the future.

Public

As its name indicates, it is simply to detail the type of public to which the company orients its activities.

 

You may also be interested in: 10 steps to create your own company

 

2. Information on initial capital and equity interests

In relation to the capital stock, the law establishes that, in order to start a limited liability company, you must have a minimum capital of 3,000 euros. In this sense, it is necessary that you specify the exact amount with which you intend to incorporate your company.

On the other hand, in the shareholding policy you should explain how the shares are divided among the different partners, how they could be transferred (if necessary), as well as detailing who can acquire a possible share in the company in the future.

3. Information on the relationship between partners

Drafting the articles of association for an S.L. also implies taking into account data concerning the relationship between the different partners. In this sense, you will have to explain:

The organizational structure, i.e. the information concerning the organization of the administration. For this, you must decide whether there will be a board of directors, a single administrator or whether there will be several administrators, acting jointly and severally.

In addition, it is important to detail the specific functions of the position, its duration, as well as the corresponding remuneration; otherwise, it is understood that the work is performed free of charge.

Finally, the voting and adoption of resolutions will help you to make it clear how a decision is to be made. For this purpose, each participation means one vote, unless you wish to change this rule in the bylaws.

Likewise, at this point it is decided whether decisions will be made unanimously, by simple majority, or by some other system.

 

You may also be interested in: What is a patent and how to obtain it in Spain?

 

4. Information on the distribution of profits or liquidation

To finalize the drafting of the bylaws, you must not forget to create a section that talks about the liquidation process. For this purpose, it is important to highlight two aspects:

The annual accounts and distribution of profits to determine the duration of the fiscal year, and the deadlines for presentation of the annual accounts.

Explain what will happen in the event of dissolution and liquidation, so it is important to establish under what causes a company may be dissolved, and to specify the information in such a way as to reduce any inconvenience in the future among those responsible for the company.

 

You may also be interested in: How to establish a branch in Spain?

 

The relationship between the partners of a company is often a key point to determine the success you want to achieve. Therefore, in TAS Consulting not only recommend you to define each regulation that facilitates your work, but also help you to draft the bylaws of your company to serve as a guide in every step you take.

 

Published on par Jonatan Carbonell

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