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S.L., S.A.

English translation: limited liability company; corporation (US) (or) public limited company (UK)

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GLOSSARY ENTRY (DERIVED FROM QUESTION BELOW)
Spanish term or phrase:S.L., S.A.
English translation:limited liability company; corporation (US) (or) public limited company (UK)
Entered by: Rebecca Jowers
Options:
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- Include in personal glossary

11:33 Oct 25, 2006
Spanish to English translations [PRO]
Bus/Financial - Law (general) / Corporate structures
Spanish term or phrase: S.L., S.A.
I would like to initiate a discussion about the terms "Sociedad Limitada" and "Sociedad Anonima".

There does not seem to be an exact equivalent of these terms in English, so I therefore ask my colleagues how they deal with this issue.

I understand an "S.L." corporation to be a small company whose partners hold equal, non-negotiable shares.

Meanwhile an "S.A." corporation, as I understand it, would be open to public trading and may have an "unlimited" number of shareholders.

So, an S.L. has some characteristics of a Limited Liability Corporation (shareholders holding equal parts) but also has characteristis of an S Corporation (limited number of shareholders - 100 for S Corporations).

And would an "S.A." simply be a C Corporation? C Corporations (and LLCs) can have an unlimited number of shareholders who do not have to be U.S. residents (whereas an S Corporation may only have U.S. residents).

Would anyone like to shed some light on this matter?
Edward Potter
Spain
Local time: 12:56
limited liability company; corporation (US) (or) public limited company (UK)
Explanation:
These are the translations I have seen Spanish lawyers use, obviously adding explanations concerning the differences when discussing the features of Spanish business vehicles with their English-speaking clients, since these may be useful general translations, but are not in any way intended to suggest that the entities are identical.

To add to your comments:

It is my understanding that there is no limit to the number of members that a Spanish "sociedad de responsabilidad limitada" can have. (I have just browsed through the Ley de Sociedades de Responsabilidad Limitada and I can't find any indication that there is a maximum number, but if you like, to be sure I can check with a friend here in Madrid who has a corporate law practice.) The minimum number of "socios" is of course one, in which case the company is called a "sociedad de responsabilidad limitada unipersonal". (And when a "sociedad anónima" has a sole shareholder it is incorporated as a "Sociedad Anónima Unipersonal.") By law the shares in a S. L. cannot be called shares ("acciones"), but rather must be called "participaciones". The members do not hold equal "participaciones", but rather each socio holds a number of "participaciones" in proportion to his contribution to the company's share capital. In that regard, the Law states that "el capital social está dividido en participaciones iguales, acumulables e indivisibles, que no pueden incorporarse a títulos negociables ni denominarse acciones, y en la que la responsabilidad de los socios se encuentra limitada al capital aportado." The more a member contributes to the share capital, the more "participaciones" he will be alloted. I likewise cannot find any reference indicating that participation holders in an S.L. have to be residents and I believe I remember having translated documents in which the sole shareholder of an S.L. was a French national. There is an article in the Law called "Nacionalidad" but that refers to the fact that S.L.s are Spanish companies, governed by Spanish law and must be domiciled in Spain, etc.

For info here are the full texts of the LSA and LSRL:

http://noticias.juridicas.com/base_datos/Privado/rdleg1564-1...
http://noticias.juridicas.com/base_datos/Privado/l2-1995.htm...

Also, here are great capsule definitions-descriptions of SAs, SRLs and practically all other ways of doing business in Spain:

http://www.siecan.org/informacion/guia_empresas/index.html







--------------------------------------------------
Note added at 1 hr (2006-10-25 12:49:34 GMT)
--------------------------------------------------

(To see the capsule definitions, you will have to follow the siecan.org link and then click on "Formas jurídicas y contratos")
Selected response from:

Rebecca Jowers
Spain
Local time: 12:56
Grading comment
Selected automatically based on peer agreement.
4 KudoZ points were awarded for this answer

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Summary of answers provided
5 +3limited liability company; corporation (US) (or) public limited company (UK)Rebecca Jowers
4 +1S.L., S.A.
Ronnie McKee
3Private Limited Company, Public limited companyDolores Vázquez


  

Answers


26 mins   confidence: Answerer confidence 3/5Answerer confidence 3/5
Private Limited Company, Public limited company


Explanation:
Una sugerencia


    Reference: http://ec.europa.eu/eurodicautom/Controller
Dolores Vázquez
Native speaker of: Native in GalicianGalician, Native in SpanishSpanish
PRO pts in category: 37
Login to enter a peer comment (or grade)

52 mins   confidence: Answerer confidence 4/5Answerer confidence 4/5 peer agreement (net): +1
S.L., S.A.


Explanation:
I don't think that you should ever translate these terms. The legal entities will never be the same from one country to the next.

I don't know what you mean by the partners in an S.L. having equal non-negotiable shares. First I don't think you can call them partners, i.e. not like in partnerships. Second, do you mean they need to have equal ownership? (not the case) or that each individual share has the same value (I don't know)

In the U.S. an "S" corp has more to do with how income/salary/dividends are handled than anything else I think, and I don't believe that the citizenship issue is still valid.

Anyway, they should not be translated. If you need to know exactly how they are handled in an individual country it would be best to look up the definition for that country, then maybe include it in a note with your translation.

Ronnie McKee
Spain
Local time: 12:56
Native speaker of: English
PRO pts in category: 20

Peer comments on this answer (and responses from the answerer)
agree  uxia90: Yes, that's right. Iwouldn't translate it but if the text really needs an explanation "Private Limited Company" and "Public Limited Company" would do.
8 mins
  -> Thanks, I agree
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1 hr   confidence: Answerer confidence 5/5 peer agreement (net): +3
limited liability company; corporation (US) (or) public limited company (UK)


Explanation:
These are the translations I have seen Spanish lawyers use, obviously adding explanations concerning the differences when discussing the features of Spanish business vehicles with their English-speaking clients, since these may be useful general translations, but are not in any way intended to suggest that the entities are identical.

To add to your comments:

It is my understanding that there is no limit to the number of members that a Spanish "sociedad de responsabilidad limitada" can have. (I have just browsed through the Ley de Sociedades de Responsabilidad Limitada and I can't find any indication that there is a maximum number, but if you like, to be sure I can check with a friend here in Madrid who has a corporate law practice.) The minimum number of "socios" is of course one, in which case the company is called a "sociedad de responsabilidad limitada unipersonal". (And when a "sociedad anónima" has a sole shareholder it is incorporated as a "Sociedad Anónima Unipersonal.") By law the shares in a S. L. cannot be called shares ("acciones"), but rather must be called "participaciones". The members do not hold equal "participaciones", but rather each socio holds a number of "participaciones" in proportion to his contribution to the company's share capital. In that regard, the Law states that "el capital social está dividido en participaciones iguales, acumulables e indivisibles, que no pueden incorporarse a títulos negociables ni denominarse acciones, y en la que la responsabilidad de los socios se encuentra limitada al capital aportado." The more a member contributes to the share capital, the more "participaciones" he will be alloted. I likewise cannot find any reference indicating that participation holders in an S.L. have to be residents and I believe I remember having translated documents in which the sole shareholder of an S.L. was a French national. There is an article in the Law called "Nacionalidad" but that refers to the fact that S.L.s are Spanish companies, governed by Spanish law and must be domiciled in Spain, etc.

For info here are the full texts of the LSA and LSRL:

http://noticias.juridicas.com/base_datos/Privado/rdleg1564-1...
http://noticias.juridicas.com/base_datos/Privado/l2-1995.htm...

Also, here are great capsule definitions-descriptions of SAs, SRLs and practically all other ways of doing business in Spain:

http://www.siecan.org/informacion/guia_empresas/index.html







--------------------------------------------------
Note added at 1 hr (2006-10-25 12:49:34 GMT)
--------------------------------------------------

(To see the capsule definitions, you will have to follow the siecan.org link and then click on "Formas jurídicas y contratos")

Rebecca Jowers
Spain
Local time: 12:56
Specializes in field
Native speaker of: Native in EnglishEnglish
PRO pts in category: 2050
Grading comment
Selected automatically based on peer agreement.

Peer comments on this answer (and responses from the answerer)
agree  Maria Garcia: I must say, as a lawyer, that your explanation is simply PERFECT// They have done a fantastic job. Hats off!
2 hrs
  -> Thanks so much for your comment, María! I teach legal English to young law graduates in an MA program at the Universidad Carlos III and they do their best to teach me the basics of Spanish law!

agree  Robert Copeland: Excellent explntn here!!!!
5 hrs
  -> Muchas gracias Roberto!

agree  itatiencinas
19 hrs
  -> Gracias itatiencinas
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