Implementation and scope

The Second Company Law Directive was implemented in Spain pursuant to the Law 19/1989 of 25 July 1989. The amendments introduced therein by Directive 92/11/EEC of 23 November 1992 were implemented in Spain pursuant to Law 2/1995 of 23 March 1995, the Limited Liability Companies Law, and the amendments introduced by Directive 2006/68/EEC of 6 September 2006 were implemented by Law 3/2009 of 3 April 2009, on Structural Amendments relating to Commercial Companies.

In Spain, the Second Company Law Directive applies to joint stock companies (sociedades anónimas) (SAs). Notwithstanding the foregoing, the Spanish legislator has extended its application to share partnerships (sociedades comanditarias por acciones) (“S.Com.por A.”).

The Capital Companies Law (Ley de Sociedades de Capital), approved pursuant to Royal Legislative Decree 1/2010 of 2 July 2010 (“Capital Companies Law” or “CCL”), currently regulates capital companies, comprising joint stock companies (sociedades anónimas) (“SAs”), share partnerships (sociedades comanditarias por acciones) and limited liability companies (sociedades de responsabilidad limitada) (“SLs”) (the provisions of the Second Company Law Directive do not apply to SLs).