Capital Companies Act · 08

Dissolution and liquidation

Title X, articles 360 to 400: the grounds that oblige a company to dissolve, the two months the administrators have once one of them appears, the personal liability for company debts that follows from letting that deadline pass, and the whole of the winding-up procedure down to the deed of extinction and what happens if a debt appears afterwards.

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: 5 November 2026. Provisions applying to the S.A. or the partnership limited by shares alone are not reproduced: government intervention in articles 373 and 382, supervisors in article 381, calls on unpaid share capital in article 385.2, the unequal paid-up rule in article 392.2, and the paragraphs of articles 363 and 380 that concern those forms.

The provision that catches founders

Article 367 makes the administrators jointly and severally liable, with their own money, for company obligations arising after a ground for dissolution has appeared, where they did not call the general meeting within two months. The ground that triggers this most often is article 363.1.e): accumulated losses that have reduced equity below half the share capital. For a company incorporated with 3,000 euros of capital, that threshold is 1,500 euros of equity — a point many loss-making start-ups pass in their first year without noticing. Article 367.2 then presumes that any debt a creditor sues on arose after the ground appeared, unless the administrator proves otherwise.

Chapter I. Dissolution

Section 1. Dissolution by operation of law

Article 360. Dissolution by operation of law

1. Capital companies shall be dissolved by operation of law in the following cases:

a) On the expiry of the term of duration fixed in the articles of association, unless it had previously been expressly extended and the extension registered at the Commercial Registry.

b) On the expiry of one year from the adoption of a resolution reducing the share capital below the legal minimum as a consequence of compliance with a law, if the transformation or dissolution of the company, or the increase of the share capital to an amount equal to or greater than the legal minimum, has not been registered at the Commercial Registry.

Once a year has elapsed without the transformation or dissolution of the company or the increase of its capital being registered, the administrators shall be personally and jointly and severally liable, among themselves and with the company, for the company’s debts.

2. The registrar shall, of their own motion or at the request of any interested party, record the dissolution by operation of law on the page opened for the company.

Article 361. Dissolution and insolvency

1. A declaration of insolvency of a capital company shall not of itself constitute a ground for dissolution.

2. The opening of the liquidation phase in insolvency proceedings shall produce the dissolution of the company by operation of law.

In that case, the insolvency judge shall record the dissolution in the decision opening the liquidation phase of the insolvency.

Section 2. Dissolution upon a legal or statutory ground being established

Article 362. Dissolution upon a legal or statutory ground being established

Capital companies shall be dissolved by the existence of a legal or statutory ground duly established by the general meeting or by a judicial decision.

Article 363. Grounds for dissolution

1. A capital company must be dissolved:

a) On ceasing to carry on the activity or activities constituting the corporate object. In particular, cessation shall be deemed to have occurred after a period of inactivity exceeding one year.

b) On the completion of the enterprise constituting its object.

c) On the manifest impossibility of achieving the corporate purpose.

d) On the paralysis of the company’s organs such that their functioning becomes impossible.

e) By reason of losses that reduce the equity to an amount below one half of the share capital, unless the capital is increased or reduced to a sufficient extent, and provided that it is not appropriate to apply for a declaration of insolvency.

f) On a reduction of the share capital below the legal minimum that is not a consequence of compliance with a law.

g) Because the nominal value of the non-voting quotas or non-voting shares exceeded one half of the paid-up share capital and the proportion was not restored within two years.

h) On any other ground established in the articles of association.

Letter a) runs on a one-year clock. A dormant company — incorporated, registered, and then left without activity — is deemed to have ceased its object after twelve months of inactivity, and that is a ground obliging dissolution. The administrators’ two-month duty in article 365 starts from that point, not from the day someone notices.

Letter e) is a balance-sheet test, not a cash test. It looks at equity against half the share capital, so a company can be paying its bills on time and still be obliged to dissolve. The two escapes written into the letter itself are increasing the capital or reducing it — the second of which restores the ratio without any new money, which is why the operation known in Spain as the accordion is so common. If the company is also unable to meet its debts as they fall due, the final words of the letter point to the insolvency route instead.

Article 364. Dissolution resolution

In the cases provided for in the preceding article, the dissolution of the company shall require a resolution of the general meeting adopted by the ordinary majority established for limited liability companies in article 198, and with the attendance quorum and the majorities established for public limited companies in articles 193 and 201.

An S.L. dissolves on an ordinary majority. Article 364 points to article 198, not to the reinforced majorities for amending the articles. Dissolution under article 363 is the recognition of a fact, so it takes a simple majority of the votes cast. Voluntary dissolution under article 368 below is the opposite: that one does need the majority for amending the articles.

Article 365. Duty to convene

1. Where a legal or statutory ground arises, the administrators must convene the general meeting within two months so that it may adopt the dissolution resolution. Any member may request the administrators to convene the meeting if, in their view, a ground for dissolution exists.

2. The general meeting may adopt the dissolution resolution or, if it appears on the agenda, the resolution or resolutions necessary to remove the ground.

3. The administrators shall not be obliged to convene a general meeting to adopt the dissolution resolution where they have duly applied for a declaration of the company’s insolvency, or notified the competent court of the existence of negotiations with creditors with a view to reaching a plan for restructuring the assets, the liabilities or both. The meeting must be convened within two months from the date on which the effects of that notification cease to be in force.

Convening the meeting is the act that protects the administrator. The duty is to put the question to the members within two months, not to achieve a particular outcome. If the meeting then refuses to dissolve, article 366.2 moves the duty on to applying to the court — but the administrator who called the meeting in time has done the thing article 367 asks of them.

Article 366. Judicial dissolution

1. If the meeting is not convened, is not held, or does not adopt any of the resolutions provided for in the preceding article, any interested party may apply for the dissolution of the company to the commercial court of the registered office. The application for judicial dissolution must be directed against the company.

2. The administrators are obliged to apply for the judicial dissolution of the company where the company resolution was against dissolution or could not be obtained.

The application must be made within two months counted from the date set for holding the meeting, where it was not constituted, or from the day of the meeting, where the resolution was against dissolution or was not adopted.

Article 367. Joint and several liability for company debts

1. Administrators who fail to comply with the obligation to convene the general meeting within two months counted from the occurrence of a legal or statutory ground for dissolution or, in the case of a later appointment, from the date of acceptance of the office, so that it may adopt, where appropriate, the dissolution resolution or the resolution or resolutions necessary to remove the ground, and likewise those who do not apply for judicial dissolution within two months counted from the date set for holding the meeting, where it was not constituted, or from the day of the meeting, where the resolution was against dissolution, shall be jointly and severally liable for the company obligations arising after the occurrence of the ground for dissolution or, in the case of an appointment at that meeting or after it, for the company obligations arising after the acceptance of the appointment.

2. Save proof to the contrary, company obligations whose performance is claimed judicially by legitimate creditors shall be presumed to be of a date later than the occurrence of the ground for dissolution or than the administrator’s acceptance of the appointment.

3. Notwithstanding the prior occurrence of a legal or statutory ground for dissolution, the administrators of the company shall not be liable for debts arising after the occurrence of the ground for dissolution or, in the case of an appointment at that meeting or after it, for company obligations arising after the acceptance of the appointment, if within two months counted from the occurrence of the ground for dissolution or from the acceptance of the appointment they have notified the court of the existence of negotiations with creditors with a view to reaching a restructuring plan, or have applied for a declaration of the company’s insolvency. If the restructuring plan is not reached, the two-month period shall resume from the time the notification of the commencement of negotiations ceases to produce effects.

Paragraph 2 reverses the burden of proof. A creditor suing an administrator personally does not have to show when the debt arose: it is presumed to post-date the ground for dissolution. The administrator has to prove it arose earlier. In practice this means the only reliable defence is documentary — minutes of a meeting called in time, or the court notification in paragraph 3.

Joining a company already in this state starts a fresh clock. A new administrator’s two months run from acceptance of the office, and their liability covers obligations arising after that acceptance. Anyone agreeing to become a director of a Spanish company with accumulated losses should check equity against half the capital before signing, not afterwards.

Section 3. Dissolution by mere resolution of the general meeting

Article 368. Dissolution by mere resolution of the general meeting

A capital company may be dissolved by a mere resolution of the general meeting adopted with the requirements established for amending the articles of association.

Section 4. Common provisions

Article 369. Publicity of the dissolution

The dissolution of the company shall be registered at the Commercial Registry. The commercial registrar shall send the registration of the dissolution of their own motion, electronically and at no additional cost, to the Official Gazette of the Commercial Registry for publication.

Article 370. Reactivation of a dissolved company

1. The general meeting may resolve on the return of the dissolved company to active life provided that the ground for dissolution has disappeared, the accounting net assets are not lower than the share capital and payment of the liquidation share to the members has not begun. Reactivation may not be resolved in cases of dissolution by operation of law.

2. The reactivation resolution shall be adopted with the requirements established for amending the articles of association.

3. A member who does not vote in favour of reactivation has the right to withdraw from the company.

4. The company’s creditors may object to the reactivation resolution, on the same conditions and with the same effects as those provided for in the Act in the case of a reduction of capital.

Reactivation has a point of no return. Once payment of the liquidation share has begun, or once the dissolution was one that operates by law under article 360, the company cannot be brought back. Note also that paragraph 1 requires net assets at least equal to the capital — a higher bar than the half-capital test that caused the dissolution in the first place.

Chapter II. Liquidation

Section 1. General provisions

Article 371. Company in liquidation

1. The dissolution of the company opens the liquidation period.

2. The dissolved company shall retain its legal personality while the liquidation is carried out. During that time it must add to its name the words “en liquidación”.

3. During the liquidation period the provisions of the articles of association as to the convening and holding of general meetings of members shall be observed, and at those meetings the liquidators shall report on the progress of the liquidation so that the members may resolve what suits the common interest; and the other rules provided for in this Act that are not incompatible with those established in this chapter shall continue to apply to the company.

Dissolution is not the end of the company. The company keeps its legal personality, its tax obligations and its duty to file accounts throughout liquidation; what changes is that it now trades under a name carrying the words “en liquidación” and its purpose is to wind itself up. Extinction comes only with the deed and the cancellation in articles 395 and 396.

Article 372. Specific features of insolvency liquidation

Where the liquidation phase is opened in the company’s insolvency proceedings, the liquidation shall be carried out in accordance with the provisions of chapter II of title V of the Insolvency Act.

Section 2. The liquidators

Article 374. Administrators cease to hold office

1. On the opening of the liquidation period the administrators shall cease to hold office, and the power of representation shall be extinguished.

2. The former administrators must, if so required, provide their cooperation in carrying out the liquidation operations.

Article 375. The liquidators

1. On the opening of the liquidation period the liquidators shall assume the functions established in this Act, and must safeguard the integrity of the company’s assets until they are liquidated and distributed among the members.

2. The rules established for administrators that are not contrary to the provisions of this chapter shall apply to the liquidators.

A liquidator carries the administrators’ duties and liability. Paragraph 2 imports the whole of the regime on the administrators page — the duty of care, the duty of loyalty, the liability action and its four-year limitation — into the office of liquidator. Since under article 376 the administrators usually become the liquidators automatically, the office changes but the exposure does not.

Article 376. Appointment of liquidators

1. Unless the articles of association provide otherwise or, failing that, in the case of the appointment of liquidators by the general meeting of members that resolves on the dissolution of the company, those who were administrators at the time of the company’s dissolution shall become liquidators.

2. In cases where the dissolution was a consequence of the opening of the liquidation phase of the company in insolvency proceedings, no appointment of liquidators shall take place.

Article 377. Filling vacancies

1. In the event of the death or cessation in office of the sole liquidator, of all the joint and several liquidators, of any of the liquidators acting jointly, or of the majority of the liquidators acting as a body, where there are no alternates, any member or person with a legitimate interest may apply to the judicial Clerk or the commercial Registrar of the registered office for a general meeting to be convened for the appointment of liquidators.

In addition, any of the liquidators remaining in office may convene the general meeting for that sole purpose.

2. Where the meeting convened in accordance with the preceding paragraph does not proceed to appoint liquidators, any interested party may apply for their designation to the judicial Clerk or the commercial Registrar of the registered office.

3. An application addressed to the commercial Registrar shall be processed in accordance with the provisions of the Commercial Registry Regulations. One made before the judicial Clerk shall follow the procedure established in the legislation on voluntary jurisdiction.

4. The decision resolving upon or refusing the appointment may be appealed to the Commercial Court.

Article 378. Duration of office

Unless the articles of association provide otherwise, the liquidators shall hold office for an indefinite period.

Article 379. Power of representation

1. Unless the articles of association provide otherwise, the power of representation shall belong to each liquidator individually.

2. The liquidators’ representation extends to all those operations that are necessary for the liquidation of the company.

3. The liquidators may appear in court on behalf of the company and conclude settlements and arbitrations where this suits the company’s interest.

Article 380. Removal of liquidators

1. The removal of liquidators designated by the general meeting may be resolved by that meeting even where it does not appear on the agenda. If the liquidators were designated in the articles of association, the resolution must be adopted with the majority requirements and, in the case of public limited companies, the quorum requirements established for amending the articles of association.

2. The removal of liquidators appointed by the judicial Clerk or by the commercial Registrar may be decided only by whichever of them made the appointment, on a reasoned application by a person showing a legitimate interest.

3. The decision given on the removal of liquidators may be appealed to the Commercial Court.

Section 3. The liquidation operations

Article 383. Initial duty of the liquidators

Within three months from the opening of the liquidation, the liquidators shall draw up an inventory and a balance sheet of the company by reference to the day on which it was dissolved.

Article 384. Company operations

It falls to the liquidators to conclude pending operations and to carry out such new ones as are necessary for the liquidation of the company.

Article 385. Collection of debts owed and payment of company debts

1. It falls to the liquidators to collect the sums owed to the company and to pay the company’s debts.

Article 386. Duties to keep the accounts and to preserve records

The liquidators must keep the company’s accounts, and must keep and safeguard its books, documentation and correspondence.

Article 387. Duty to dispose of company assets

The liquidators must dispose of the company’s assets.

Article 388. Duty to inform the members

1. The liquidators shall periodically bring the state of the liquidation to the knowledge of the members and of the creditors, by whatever means are considered most effective in each case.

2. If the liquidation goes on for longer than the period laid down for the approval of the annual accounts, the liquidators shall present to the general meeting, within the first six months of each financial year, the company’s annual accounts together with a detailed report enabling the state of the liquidation to be assessed accurately.

A long liquidation does not suspend the accounts. Paragraph 2 keeps the ordinary annual cycle on the annual accounts page running throughout, with a liquidation report added. The duty to file at the registry, and the closure in article 282 for not filing, apply to a company in liquidation as they do to any other.

Article 389. Replacement of the liquidators for excessive duration of the liquidation

1. Where three years have elapsed from the opening of the liquidation without the final liquidation balance sheet having been submitted for the approval of the general meeting, any member or person with a legitimate interest may apply to the judicial Clerk or the commercial Registrar of the registered office for the removal of the liquidators.

2. The judicial Clerk or commercial Registrar shall, having heard the liquidators, order their removal if there is no cause justifying the delay, and shall appoint as liquidators the person or persons they consider appropriate, fixing the rules for their action.

3. The decision given on the revocation may be appealed to the Commercial Court.

Three years is the outer limit the Act will tolerate. There is no deadline for completing a liquidation, but after three years without a final balance sheet any member — or any creditor — can have the liquidators replaced by the registry’s appointee. For the common case where the former administrator is the liquidator, that means losing control of the process.

Article 390. Final liquidation balance sheet

1. Once the liquidation operations are concluded, the liquidators shall submit for the approval of the general meeting a final balance sheet, a complete report on those operations and a plan for the division among the members of the resulting assets.

2. The approving resolution may be challenged by members who did not vote in favour of it, within two months counted from the date of its adoption. On admitting the challenge, the judge shall of their own motion order a precautionary note of it at the Commercial Registry.

Section 4. Division of the company’s assets

Article 391. Division of the company’s assets

1. The division of the assets resulting from the liquidation shall be carried out in accordance with the rules established in the articles of association or, failing that, those fixed by the general meeting.

2. The liquidators may not pay the liquidation share to the members without first satisfying the creditors the amount of their claims, or depositing it with a credit institution in the municipality where the registered office is located.

Creditors first, in every case. Paragraph 2 is absolute: nothing reaches the members until the creditors have been paid or their claims deposited with a bank. A liquidator who distributes ahead of the creditors is liable under article 397, and the members who received the money are liable under article 399 up to what they received.

Article 392. The right to a liquidation share

1. Unless the articles of association provide otherwise, the liquidation share corresponding to each member shall be proportional to their interest in the share capital.

Article 393. Content of the right to a liquidation share

1. Save by unanimous agreement of the members, they shall be entitled to receive in money the share resulting from the liquidation.

2. The articles of association may establish, in favour of one or more members, the right to have the share resulting from the liquidation satisfied by the return of the non-cash contributions made or by the delivery of other company assets, if these still exist among the company’s assets, which shall be assessed at their real value at the time the plan for the division among the members of the resulting assets is approved.

In that case, the liquidators must first dispose of the other company assets and if, once the creditors have been satisfied, the resulting assets are insufficient to satisfy all the members their liquidation share, the members entitled to receive it in kind must first pay the other members in money the corresponding difference.

Getting a specific asset back takes a clause in the articles. The default in paragraph 1 is cash, and only unanimity can change it case by case. A founder who contributes a property, a trademark or equipment and wants it back if the company winds up has to write that right into the articles when the contribution is made — see the rules on contributions in kind on the contributions page.

Article 394. Payment of the liquidation share

1. Once the period for challenging the final liquidation balance sheet has elapsed without claims having been made against it, or once the judgment resolving them is final, payment of the liquidation share to the members shall proceed. Where there are debts not yet due, payment shall first be secured.

2. Liquidation shares not claimed within ninety days following the payment resolution shall be deposited with the General Deposit Fund, at the disposal of their rightful owners.

Section 5. Extinction of the company

Article 395. Public deed of extinction of the company

1. The liquidators shall execute a public deed of extinction of the company containing the following statements:

a) That the period for challenging the resolution approving the final balance sheet has elapsed without challenges having been made, or that the judgment resolving them has become final.

b) That the creditors have been paid or their claims deposited.

c) That the members have been satisfied their liquidation share or its amount deposited.

2. The final liquidation balance sheet and the list of members, stating their identity and the value of the liquidation share corresponding to each of them, shall be incorporated into the public deed.

Article 396. Cancellation of the registry entries

1. The public deed of extinction shall be registered at the Commercial Registry.

2. The registration shall transcribe the final liquidation balance sheet and shall record the identity of the members and the value of the liquidation share that corresponded to each of them, and shall state that all entries relating to the company are cancelled.

3. The liquidators shall deposit the books and documents of the extinguished company at the Commercial Registry.

Article 397. Holding the liquidators liable after cancellation of the company

The liquidators shall be liable to the members and to the creditors for any loss they have caused them wilfully or negligently in the performance of their office.

Section 6. Assets and liabilities appearing afterwards

Article 398. Assets appearing afterwards

1. Once the entries relating to the company are cancelled, if company assets should appear, the liquidators must award the former members the additional share corresponding to them, converting the assets into money beforehand where necessary.

2. Where six months have elapsed from the liquidators being required to comply with the provisions of the preceding paragraph without their having awarded the former members the additional share, or where there are no liquidators, any interested party may apply to the judge of the last registered office for the appointment of a person to replace them in the performance of their functions.

Article 399. Liabilities appearing afterwards

1. The former members shall be jointly and severally liable for unsatisfied company debts up to the limit of what they received as a liquidation share.

2. The members’ liability is without prejudice to the liability of the liquidators.

Cancellation at the registry does not close the members’ exposure. A debt that surfaces after the company has been extinguished can be claimed from the former members, jointly and severally, up to whatever each of them took out as a liquidation share. This is the one place where the limited liability of an S.L. reaches back to the members by operation of the Act, and it is a reason to be deliberate about the creditor position in article 391.2 before distributing anything.

Article 400. Formalisation of legal acts after cancellation of the company

1. For the purpose of complying with formal requirements relating to legal acts predating the cancellation of the company’s entries, or where otherwise necessary, the former liquidators may formalise legal acts in the name of the extinguished company after its cancellation at the registry.

2. Where there are no liquidators, any interested party may apply for formalisation by the judge of the registered office the company had.

Where this sits

This is the last of the eight pages on the Capital Companies Act. Together they cover the Act as a founder and a director of a Spanish S.L. meet it: capital and the sole member, formation, contributions, quotas and their transfer, the general meeting, the administrators, the annual accounts, and the winding-up above. The parts of the Act not translated here — debentures in Title XI, the machinery of listed companies in Title XIV, and the provisions that apply only to the S.A. and the partnership limited by shares — are noted at the top of each page where they were left out.

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.