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LESSON VI: Shareholders’

Contributions.

_______________________

1. General issues.

2. Contributions in cash and in kind.

3. Disbursement.

4. Accessory considerations.

General Issues

• (^) Assets or rights with which shareholders contribute when subscribing stock capital, in order to support its reality and integrity.

Contributions shall never consist on labour.

Arts. 58 to 89 LSC. Pages 207-211 and 344-345, Vol. I, “Principios de Derecho Mercantil” by SANCHEZ CALERO.

Disbursement (“Desembolso”)

• (^) In corporations, the whole nominal amount of shares must be subscribed, though they might be disbursed in 25%.
• (^) In LLCs, the nominal must be fully assumed and disbursed at incorporation or with occasion of the increase of capital. Exception: LLCs in successive incorporation (as per Entrepreneurs' Act 14/2013)
• (^) The outstanding disbursements shall be kept for the time foreseen in the By-laws, as “passive dividends”.
• (^) The corporation may claim against the shareholders for payment by maturity, including interests and damages. The shareholder would be deprived of voting rights. Arts. 78 to 85 LSC.

Accessory considerations (“Prestaciones

accesorias”).

• (^) By-laws may foresee the duty for the shareholders (linked to their shares) to contribute with such sort of considerations. Shareholders must give, do or abstain from doing something.
• (^) They must be duly detailed, stating whether they are payable or free.
• (^) Transfer of shares with accessory considerations must be authorised by the company. Arts. 86 to 89 LSC.