Differences and similarities between the Public Limited Company and the Limited Company
Authorship
A.P.F.
Bachelor's degree in Labor Relations and Human Resources
A.P.F.
Bachelor's degree in Labor Relations and Human Resources
Defense date
02.12.2026 09:30
02.12.2026 09:30
Summary
This work systematically compares the public limited company and the private limited company under the Spanish legal system, with an emphasis on their formation, share capital, governing bodies, statutory and structural modifications, as well as dissolution and liquidation. The overall objective is to identify the essential convergences and functional differences that condition access to financing, the transfer of ownership, and the protection of shareholders and creditors. This is achieved through a qualitative, comparative review of a descriptive scope, using verifiable legal and institutional sources. Regarding formation, the study highlights the asymmetry in minimum capital requirements and the effectiveness of capital disbursement, with a direct impact on guarantees against third parties. In terms of capital structure, shares as negotiable securities promote liquidity and attract investors, while equity participation prioritizes the stability of the shareholder base and internal control. In corporate governance, the S.A. operates with quorum requirements and graded majorities for agreements of particular importance, compared to the S.L., which emphasizes capital majorities and consent in sensitive matters. In structural modifications, the current framework standardizes the planning, reporting, publicity, and protection mechanisms for transformations, mergers, spin-offs, and global transfers, with specific attention to the rights of shareholders and creditors. In the final phase, the legal grounds for dissolution trigger liquidation under controls and registration, with increased liability for directors who fail to take appropriate action in response to the cause.
This work systematically compares the public limited company and the private limited company under the Spanish legal system, with an emphasis on their formation, share capital, governing bodies, statutory and structural modifications, as well as dissolution and liquidation. The overall objective is to identify the essential convergences and functional differences that condition access to financing, the transfer of ownership, and the protection of shareholders and creditors. This is achieved through a qualitative, comparative review of a descriptive scope, using verifiable legal and institutional sources. Regarding formation, the study highlights the asymmetry in minimum capital requirements and the effectiveness of capital disbursement, with a direct impact on guarantees against third parties. In terms of capital structure, shares as negotiable securities promote liquidity and attract investors, while equity participation prioritizes the stability of the shareholder base and internal control. In corporate governance, the S.A. operates with quorum requirements and graded majorities for agreements of particular importance, compared to the S.L., which emphasizes capital majorities and consent in sensitive matters. In structural modifications, the current framework standardizes the planning, reporting, publicity, and protection mechanisms for transformations, mergers, spin-offs, and global transfers, with specific attention to the rights of shareholders and creditors. In the final phase, the legal grounds for dissolution trigger liquidation under controls and registration, with increased liability for directors who fail to take appropriate action in response to the cause.
Direction
SILVA LOPEZ, SANTIAGO ZOILO (Tutorships)
SILVA LOPEZ, SANTIAGO ZOILO (Tutorships)
Court
GARCIA ROJO, ANTONIO (Chairman)
Lamas Novo, Luis (Secretary)
Santín Sánchez, Ana Victoria (Member)
GARCIA ROJO, ANTONIO (Chairman)
Lamas Novo, Luis (Secretary)
Santín Sánchez, Ana Victoria (Member)