aportaciones-de-capital (1)

It is not uncommon for those who are considering setting up a company or increasing its share capital to have doubts about what can be contributed to the share capital of a company, apart from money (and enthusiasm). In technical terms, the question here is what can be considered legally valid as a non-monetary contribution, as opposed to a purely monetary contribution.

What does the Corporate Enterprises Act establish?

In this respect, the current Corporate Enterprises Act stipulates that assets or rights with patrimonial content may be contributed to the capital of a commercial company (SL or SA).

This therefore excludes the possibility that work or the provision of a certain service by a shareholder can be considered as a non-monetary contribution; it is quite a different matter if the provision of that service or work subsequently becomes a credit right against the company that can be the object of a contribution (and then we are talking about the capitalisation of debt, which must be liquid, due and payable).

Non-cash contributions to share capital

They can also be contributed to the share capital of a company, as a non-cash contribution:

    • Rights in rem other than ownership, such as usufruct.
    • Shares and participations in other companies, as well as branches of activity of another company, or the same company considered as a going concern or business establishment.
    • Credit rights that the shareholders have against third parties.
    • Works of art, vehicles, movable and immovable property (whether rural or urban).
    • Intangible assets, such as intellectual and industrial property (patents, trademarks and utility models), know-how (insofar as it is susceptible to asset valuation) and even goodwill. The difficulty here will have to do with the valuation of intangible assets, which is not a simple matter, and with the liability that the contributors will assume with respect to such valuations (whose regime varies depending on whether we are dealing with an SL or an SA).
    • Machinery, computer equipment, stocks and other items of a similar nature, provided that they are susceptible to asset valuation (and obviously that they belong to the contributor; for example, public property owned by the public administration cannot be contributed).

Do you need advice? Access our area related to the types of contributions to the capital of a commercial company:

Commercial and Corporate law

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