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Everything you need to know about the One-Person Society

Business Law
Everything you need to know about the One-Person Society

What is the Unipersonal Society? What legal regime does the Unipersonal Society have? Does the sole proprietorship have to be registered in the Mercantile Registry? Is it advisable to make a Sole Shareholder Society? All these and other questions will be resolved in this post.

What is the Unipersonal Society?

It is called a sole proprietorship because the company is made up of a single partner. As our commercial lawyers explain to us, the sole proprietorship may have ownership of all the share capital in a single partner from the formation of the company (since its inception),or have several partners since the formalization of the company and one of the partners acquire the shares of the rest of the partners, leaving only one partner in charge of the company.

Therefore, and according to article 12 of the Capital Companies Law, there are two types of sole proprietorships:

  • The Company formed by a single partner, whether natural or legal person (original single person).
  • The Company that previously constituted by two or more partners, all the shares or shares have become the property of a single partner (one-person supervening).

According to our legislation, the Unipersonal company can be a Limited Liability Company (SLU) or a Public Limited Company (SAU), as well as any other type of company regulated by law. And the fact is that the one-person situation is a mere factual situation in which Capital Companies can find themselves.

Does the Unipersonal Company have a different regime from Capital Companies (SL, SA, etc.)?

The unipersonal status of a Company does not in any case determine the existence of a new type of company, but rather involves certain particularities of the legal regime for the Company in which this situation occurs. The Unipersonal Company does not have its own legal regime differentiated from that of the types of capital companies, such as the Limited Company or the Public Limited Company.

Therefore, the legal regime will not be different from that of the usual corporate types, and will only differ in the particularities that will be explained below in the following answers to the questions.

Does the sole proprietorship have to be registered in the Mercantile Registry?

As our commercial lawyers explain, the Sole Shareholders' Company is subject to a peculiar system of publicity, much broader and more punctual than that generally provided in Capital Companies. We are facing one of the different peculiarities that the One-Person Society have compared to other types of companies. And it is that as established in article 13 of the Capital Companies Law, it is a mandatory requirement that the Company be incorporated in a public deed and in the Commercial Registry.

In addition, in the event that the Sole Shareholder Corporation has been constituted by a single sole proprietorship, a declaration is formally required that a single person has become the owner of all the shares or shares. In case of not doing so, the sole partner will have the sanction provided for in article 14 of the Capital Companies Law. In the registration of the Unipersonal Society, the identity of the sole member will necessarily be expressed.

In the event that at any time the unipersonality is lost, that is, in the event that the Company changes from having one partner to having several partners, or the sole partner changes, it will have to be registered with the Mercantile Registry. .

It is important to know that as long as the unipersonality situation subsists, the company will expressly state its unipersonal status in all its documentation, correspondence, order notes and invoices, as well as in all the announcements that it must publish by legal or statutory provision.

How are the General Meetings held in the Unipersonal Society?

The sole proprietorship does not affect the subsistence of the organic structure of a partnership. However, it has some peculiarities in the functioning of the corporate bodies. In the case of the General Meeting, the sole partner of the Company will be in charge of exercising the powers of the General Meeting and will take the appropriate decisions that must be drawn up and recorded in a minute.

Does the unipersonal status of a Company affect its Bylaws?

Sole proprietorship does not affect the legal requirements related to the Constitution of a Company, and therefore does not affect the Bylaws that were created to the Constitution of the company on the appointment of the first administrators and the structure of the administrative body.

Is it advisable to make a Sole Shareholder Society?

It will be advisable to do a Sole Shareholder Company if you want to be self-employed, and you don't want to be autonomous. So, if you decide not to work for someone else, and you want to have your own business, one of the best legal figures to do so is the Single Company. The Sole Shareholder Society will also be advisable if you do not want your company to be formed by other partners.

Contact us, and our lawyers specializing in business law will study your specific case. 

At Forcam Abogados we have offices in Barcelona, Madrid and Reus.