Capital Companies Act · 03

Contributions to capital

Title III, articles 58 to 89: what may be put into a company and what may not, how cash is evidenced, what happens when something other than money is contributed, who answers for the value attached to it, and the ancillary obligations that are not capital at all.

Unofficial English translation from the Spanish by Voixa Consultors S.L. Alexander Baranov is responsible for the translation. Source: Real Decreto Legislativo 1/2010, consolidated text of the Capital Companies Act, BOE-A-2010-10544 ↗. Check wording, figures, dates and legal effect against the Spanish original before relying on this reading. Source snapshot: 4 November 2026. Chapter II, articles 67 to 72, governs the independent expert valuation and applies only to the S.A.; it is summarised in a note below rather than reproduced, because article 76 lets a member of an S.L. opt into it. Articles 80 to 85, on deferred and outstanding payments, likewise concern the S.A. alone.

Why the valuation question only bites the limited company

A public limited company that receives an asset instead of money must have it valued by an expert appointed by the registry. A limited company need not: it can simply state a value in the deed. That looks like a simplification, and it is, but the Act pays for it with article 73, which makes the founders, the existing members and even later buyers of those quotas personally and jointly answerable — to the company and to its creditors — for the figure chosen. The expert report the S.L. avoided is also the one thing that switches that liability off.

Chapter I. Contributions

Article 58. Object of the contribution

1. In capital companies, only assets or property rights capable of economic valuation may be the object of a contribution.

2. Work or services may in no case be the object of a contribution.

There is no such thing as capital for sweat. Paragraph 2 is absolute: work and services cannot be contributed to the capital of a Spanish company. A founder who is to be rewarded for effort rather than money must receive their quotas against some other contribution, or be remunerated some other way — through an ancillary obligation under article 86, through a service contract, or by acquiring quotas and paying for them. Allocating capital against a promise to work is not a weak arrangement; it is void under article 59.1.

Article 59. Effectiveness of the contribution

1. The creation of quotas and the issue of shares which do not correspond to an effective contribution of assets to the company shall be void.

2. Quotas may not be created, nor shares issued, for a figure below their nominal value.

Article 60. Title of the contribution

Every contribution is understood to be made by way of ownership, unless it is expressly stipulated otherwise.

Silence transfers ownership. Contributing a property or a machine transfers it outright unless the deed says something narrower, such as a contribution of the right of use. Founders intending to lend an asset to the company rather than give it up need to say so expressly.

Article 61. Cash contributions

1. Cash contributions must be established in euro.

2. If the contribution is in another currency, its equivalence in euro shall be determined in accordance with the law.

Article 62. Evidence of the reality of contributions

1. Before the notary authorising the deed of incorporation or of execution of a share capital increase or, in the case of public limited companies, those deeds recording successive payments, the reality of the cash contributions must be evidenced by means of a certificate of deposit of the corresponding amounts in the name of the company at a credit institution, which the notary shall incorporate into the deed, or by delivering the amounts to the notary so that they may be deposited in the company’s name.

2. Notwithstanding the foregoing, it shall not be necessary to evidence the reality of the cash contributions on the incorporation of limited liability companies if the founders declare in the deed that they will be jointly and severally liable, to the company and to the company’s creditors, for the reality of those contributions.

3. The certificate shall be valid for two months from its date.

4. While the period of validity of the certificate has not elapsed, cancellation of the deposit by the person who made it shall require the prior return of the certificate to the issuing credit institution.

The certificate has a two-month shelf life. A deposit certificate obtained early, while the name reservation or the foreign documents are still being assembled, can expire before the deed is signed. Paragraph 4 also means the money cannot quietly be withdrawn in the meantime: the bank needs the certificate back first.

Article 63. Contributions in kind

The deed of incorporation or of execution of the share capital increase must describe the contributions in kind with their registry details, if any, the valuation in euro attributed to them, and the numbering of the shares or quotas allocated.

Article 64. Contribution of movable or immovable property

If the contribution consists of movable or immovable property or rights treated as such, the contributor shall be obliged to deliver the thing contributed and to warrant it on the terms laid down by the Civil Code for the contract of sale, and the rules of the Commercial Code on that contract shall apply as regards the transfer of risk.

Article 65. Contribution of a claim

If the contribution consists of a claim, the contributor shall be liable for the legitimacy of the claim and for the solvency of the debtor.

Contributing a receivable makes you the debtor’s guarantor. Article 65 goes further than ordinary assignment. The contributor warrants not only that the claim exists and is validly theirs, but that the debtor is good for it. If the debtor fails, the contributor answers to the company for the shortfall. Capitalising an intra-group loan or an unpaid invoice therefore carries the credit risk back to the person who contributed it.

Article 66. Contribution of a business

1. If a business or establishment is contributed, the contributor shall be obliged to warrant it as a whole, where the defect or the eviction affects the whole or any of the elements essential to its normal operation.

2. Individual warranty shall also apply to those elements of the contributed business that are of importance by reason of their asset value.

Chapter II, articles 67 to 72, is the expert-valuation regime, and it is for the S.A. only. In a public limited company every contribution in kind must be valued by one or more independent experts appointed by the Commercial Registrar of the registered office; the value in the deed may not exceed the expert’s figure; the expert answers for the valuation, with a four-year limitation period; and a limited list of exceptions applies, chiefly for listed securities and for assets valued by an independent expert within the preceding six months. None of this is required of a limited company — but article 76 below allows a member of one to submit a contribution to that same regime voluntarily, and doing so has a consequence worth knowing.

Chapter III. Liability for contributions in kind

Section 1. Liability regime in limited liability companies

Article 73. Joint and several liability

1. The founders, the persons holding the status of member at the time the capital increase is resolved upon, and those who acquire any quota paid up by means of contributions in kind, shall be jointly and severally liable to the company and to the company’s creditors for the reality of those contributions and for the value attributed to them in the deed.

The liability of the founders shall extend to the persons on whose behalf they have acted.

2. If the contribution was made as consideration for a share capital increase, those members who recorded in the minutes their opposition to the resolution, or to the valuation attributed to the contribution, shall be exempt from this liability.

3. In the case of a share capital increase against contributions in kind, in addition to the persons referred to in the first paragraph, the administrators shall also be jointly and severally liable for the difference between the valuation they carried out and the real value of the contributions.

The liability travels with the quota. Article 73.1 catches not only the founders and the members present at the increase, but anyone who later acquires a quota that was paid up with a contribution in kind. A buyer who pays cash for an existing quota can inherit joint and several liability, to the company and to its creditors, for a valuation someone else chose years earlier. Checking how the quotas being bought were originally paid up is therefore part of buying into a Spanish S.L., not an optional refinement.

Opposition has to be on the record, in the minutes. Paragraph 2 exempts only members whose opposition to the resolution or to the valuation was recorded in the minutes of the meeting. Abstaining, voting against without it being minuted, or objecting afterwards does not reach the exemption.

On an increase, the administrators are in the frame too. Paragraph 3 adds them for the gap between the valuation they performed and the real value. It applies to increases, not to the original incorporation.

Article 74. Standing to bring the liability action

1. The liability action must be brought by the administrators or by the liquidators of the company. No prior resolution of the company shall be required in order to bring the action.

2. The liability action may also be brought by any member who voted against the resolution, provided that they represent at least five per cent of the share capital figure, and by any creditor in the event of the company’s insolvency.

Article 75. Limitation of the action

The liability towards the company and towards the company’s creditors referred to in this section shall be barred after five years counted from the moment at which the contribution was made.

Article 76. Exclusion of the statutory liability regime

Members whose contributions in kind are submitted to expert valuation in accordance with the provisions for public limited companies are excluded from the joint and several liability referred to in the preceding articles.

Article 76 is the switch, and it is voluntary. A member of a limited company who puts the asset through the registry-appointed expert procedure that the S.A. must use steps out of the joint and several liability in article 73 entirely. The report costs money and takes time, and most incorporations skip it. Where the asset is substantial, hard to value, or the member expects to sell the quotas on, the cost of the report buys the removal of a five-year personal exposure to the company’s creditors.

Section 2. Liability regime in public limited companies

Article 77. Joint and several liability

The founders shall be jointly and severally liable to the company, the shareholders and third parties for the reality of the contributions and for the valuation of those in kind.

The liability of the founders shall extend to the persons on whose behalf they have acted.

Chapter IV. Payment up

Article 78. Payment up of the nominal value of quotas

The quotas into which the capital of a limited liability company is divided must be fully assumed by the members, and the nominal value of each of them fully paid up, at the time of executing the deed of incorporation of the company or of execution of the share capital increase.

Article 79. Minimum payment up of the nominal value of shares

The shares into which the capital of a public limited company is divided must be fully subscribed by the members, and at least one quarter of the nominal value of each of them paid up, at the time of executing the deed of incorporation of the company or of execution of the share capital increase.

A limited company has no concept of partly paid capital. Article 78 requires the quotas to be fully assumed and fully paid up at the deed. The quarter-payment route in article 79 belongs to the public limited company, and with it the whole machinery of articles 80 to 85 on outstanding payments, default by the shareholder, loss of voting and dividend rights and liability on transfer of partly paid shares. None of that exists in the S.L.: whatever capital is stated, the money or the asset is in on day one. Failure to pay up in full is also a ground for the company to be declared void under article 56.1.g), on the previous page.

Chapter V. Ancillary obligations

Article 86. Status in the articles of association

1. The articles of association of capital companies may establish ancillary obligations distinct from contributions, stating their specific and determined content and whether they are to be performed free of charge or for remuneration, and any penalty clauses attaching to their breach.

2. Ancillary obligations may in no case form part of the share capital.

3. The articles of association may establish them as compulsory for all or some of the members, or link the obligation to perform ancillary obligations to the ownership of one or more specifically determined quotas or shares.

Article 87. Remunerated ancillary obligations

1. Where ancillary obligations are remunerated, the articles of association shall determine the compensation the members performing them are to receive.

2. The amount of the remuneration may in no case exceed the value corresponding to the obligation.

Article 88. Transfer of quotas or shares carrying an ancillary obligation

1. The authorisation of the company shall be necessary for the voluntary transfer inter vivos of any quota or share belonging to a member personally obliged to perform ancillary obligations, and for the transfer of those specific quotas or shares to which that obligation is attached.

2. Unless the articles of association provide otherwise, in limited liability companies the authorisation shall fall to the general meeting and, in public limited companies, to the administrators.

In any event, where two months have elapsed since the request for authorisation was submitted without the company having replied to it, the authorisation shall be deemed granted.

Article 89. Amendment of the obligation to perform ancillary obligations

1. The creation, amendment and early termination of the obligation to perform ancillary obligations must be resolved upon with the requirements laid down for amending the articles of association, and shall additionally require the individual consent of those bound.

2. Unless the articles of association provide otherwise, the status of member shall not be lost through failure to perform the ancillary obligations for involuntary reasons.

This is where a founder’s commitment to work can legitimately live. Since article 58.2 keeps services out of capital, the Act offers the ancillary obligation instead: a duty written into the articles, attached either to a person or to specified quotas, performed free or for payment, with penalty clauses for breach. It is public, it binds the company, and it survives a transfer only with the company’s consent.

Once created, it cannot be removed without the consent of the person bound. Article 89.1 requires both the formalities for amending the articles and the individual consent of those obliged. A majority cannot release a member from an ancillary obligation, nor impose one, against that member’s will.

Where this sits

Title IV, on the next page, turns to what the member actually holds: the rights attaching to a quota, the register of members, and the restrictions that make a quota in an S.L. harder to sell than a share.

Nothing here is advice on your own position, and this reading is not the official text. Spain publishes no official English version of this Act; where the wording matters to a decision, read it against the Spanish original linked above.