Professional services firms in Spain

Professional services firms in Spain

It is common among professionals the existence of companies in which several professionals come together for various reasons such as sharing the benefits of their work, share expenses without revenue sharing or to have a corporate image, although the services are provided by each professional individually.

These companies are not considered professional services companies, since its foundational purpose is not the provision of professional services.

For a company to be considered as a professional company it must comply with the conditions explained below.

Professional companies can be both limited partnerships and civil companies, cooperatives, corporations, etc.

Professional companies established in other EU countries can also be recognized in Spain.

 

NAME OF THE COMPANY

The company must include in its name the “professional” word or the abbreviation “P”. Therefore, if it is a limited company will be renamed “limited professional” or SLP “sociedad limitada profesional”.

The name of the professional company can consist of one or more names of professional partners, but may not include the name of a nonprofessional partner.

 

CORPORATE PURPOSE

The corporate purpose of the professional company must be that of a professional activity which requires an university degree and professional association.

In the event that a company carries out various professional activities included in the corporate purpose, it will be necessary to have a professional partner for each activity, inscribed in his professional association.

FORMATION OF THE COMPANY

Once the company is created by signing the deed of incorporation before the Notary public, it is compulsory, to inscribe the deed in the commercial register and in the Registry of Professional Associations corresponding to the activity or activities that will carry out the company.

 

PARTNERS IN A PROFESSIONAL SERVICE COMPANY

In a professional company two types of partners can exist; the professional partner and the non professional partner. Unlike non-professional companies, changing partners in a professional company must be registered in the Commercial Register.

PROFESSIONAL PARTNER

The professional partner can only be the person or company who can pursue the professional activity.

Professional partners must have control of the company in terms of social capital, voting rights and the organ of social administration. This requirement must be met throughout the life of society. Non-compliance of this obligation is cause of company dissolution.

SEPARATION AND EXCLUSION OF PROFESSIONAL PARTNERS

Any professional partner is free to leave the company at any time. The separation of the professional partner must be recorded in public deed and registered in the Commercial Register.

Excluding a professional partner must be justified and can be due to various causes such as a serious violation of its legal obligations, disqualification of professional activity, etc

 

SHARES AND SOCIAL STAKES

Professional partners have to own more than half of the shares of company.

 

ACCESSORY ACTIVITIES

The ownership of shares by a professional partners implies the provision of services by the professional which have to be paid (which must be included in the bylaws) as accessory activity services binded to the exercise of  his professional activity. The partner who does not meet this obligation may be excluded from the company.

 

RESPONSIBILITY

Like all corporations,  responsibility for any damage caused to customers or users lies on the company. In the case of professional companies the responsibilities also lie personally on the professionals who have taken part in the service, being jointly responsible the company and the partners involved. To cover this responsibility it is mandatory that the Company has an insurance to cover such liability.

However, if the damage is not caused by the exercise of the professional activity, the solely responsible will be the company.

 

MANAGEMENT IN A PROFESSIONAL SERVICE COMPANY

In the case the company has severally administrators, all of them must be professionals.

In the event that the company has a uni personal board, it is mandatory that the administrator is a professional partner.

In the event that the board is pluripersonal it is mandatory that half plus one of the members have to be professional partners.

Therefore, it follows that, for the existence of non-professional administrators, the board must have at least three directors.

 

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