# Joint-Stock Companies (S.A.)

Business I · Business Law · https://tryals.app/learn/business-i/joint-stock-companies-s-a

## The Company Built for Strangers

The **sociedad anónima (S.A.)** gathers capital from strangers: banks, insurers, and utilities. **Capital** requires a minimum of **60,000€**, divided into **shares** (**acciones**) which are genuine securities, freely transferable, and listable on exchanges.

At formation, capital must be fully subscribed and each share at least **25% paid up**. The unpaid balance (**dividendos pasivos**) is owed when called by directors.

| Feature | S.A. | S.L. |
| --- | --- | --- |
| Min. Capital | 60,000€ | 3,000€ |
| Divided into | Shares | Participations |
| Transfer | Free | Restricted |

**Common pitfall:** Choosing an S.A. simply because it looks serious. The heavy formalities and open transfers only help when you need outside capital.

## Organs and Shareholder Rights

Management runs through two core **organs**: the **general shareholders' meeting** (sovereign on accounts and dividends) and the **board of directors** (manages and represents).

**Shareholder rights** include dividends, liquidation quotas, and **preferential subscription** in capital increases, alongside voting and information. Rights attach directly to the share, so whoever holds it today holds the rights.

**Transfer philosophy** defines the deep difference: the S.L. guards **who** is inside, while the S.A. only counts capital. 

**Where each fits:** Choose an S.L. for family firms or startups with trusted partners. Choose an S.A. for ventures needing millions from dispersed investors or public markets.

## Practice questions

7 of this lesson's 14 practice questions, with answers. The full set is in the app.

### 1. An S.A. issues 10,000 shares of 10€ nominal value at a price of 14€ each. Set the slider to the **total share premium** collected, in thousands of €.

**Answer:** 40 (within ±2)

**Why:** $4 \cdot 10{,}000 = 40{,}000$€ of premium, the price of joining a company that is already worth more than its nominal capital. It protects old shareholders from giving value away.

Page: https://tryals.app/practice/business-i/joint-stock-companies-s-a/an-s-a-issues-10-000-shares-of-10-nominal-value-at-a-price-of-14

### 2. A venture must choose its legal form. Sort each situation by the better fit.

**Answer:**

- S.L. fits better: Three siblings opening a bakery chain, Consultancy of five partners who vet every newcomer
- S.A. fits better: A utility raising 80M€ from thousands of investors, A firm preparing to list on the stock exchange, A bank, required by sector law to be an S.A.

**Why:** Trust-based ventures want the S.L.’s closed doors; capital-hungry or regulated ventures need the S.A.’s open architecture.

Page: https://tryals.app/practice/business-i/joint-stock-companies-s-a/a-venture-must-choose-its-legal-form-sort-each-situation-by-the

### 3. Match each S.A. term to its meaning.

**Answer:**

- Share (acción) → A security embodying one unit of capital
- Dividendos pasivos → The unpaid portion of subscribed shares
- Preferential subscription → Pro-rata right to new shares in an increase
- Board of directors → Collegiate managing and representing organ

**Why:** The S.A.’s furniture: securities, pending disbursements, anti-dilution rights, and a professional board.

Page: https://tryals.app/practice/business-i/joint-stock-companies-s-a/match-each-s-a-term-to-its-meaning

### 4. Why does the law demand 60,000€ minimum capital for an S.A. but only 3,000€ for an S.L.?

A. The S.A. gathers funds from anonymous investors
B. S.A. founders are presumed wealthier
C. The figure compensates the state for listing costs
D. It is arbitrary and has no rationale

**Answer:** A. The S.A. gathers funds from anonymous investors

**Why:** The S.A. trades with strangers at scale, dispersed shareholders, public creditors, markets. The heavier capital floor (and stricter rules generally) is the entry fee for anonymity.

Page: https://tryals.app/practice/business-i/joint-stock-companies-s-a/why-does-the-law-demand-60-000-minimum-capital-for-an-s-a-but-only

### 5. An S.A.'s minimum capital of 60,000€ is often described as protecting creditors. Why is that protection weaker than it sounds?

A. Because creditors rank behind shareholders in insolvency
B. Because 60,000€ is too small to cover the debts of a large company
C. Capital is a figure in the accounts, not a reserved fund
D. Because capital can be reduced freely at any time without formality

**Answer:** C. Capital is a figure in the accounts, not a reserved fund

**Why:** Capital sits on the liabilities side as a claim figure while the money itself becomes machines and salaries, it is a barrier to entry rather than a guarantee fund. The real creditor protections are the rules on distributions and the duty to act on losses, not the number itself.

Page: https://tryals.app/practice/business-i/joint-stock-companies-s-a/an-s-a-s-minimum-capital-of-60-000-is-often-described-as-protecting

### 6. Which rights does an ordinary S.A. share confer on its holder?

A. Personally managing the company’s daily business
B. Proportional dividend when distribution is agreed
C. Preferential subscription of new shares
D. Voting at the general meeting

**Answer:** B. Proportional dividend when distribution is agreed; C. Preferential subscription of new shares; D. Voting at the general meeting

**Why:** Shares carry money and voice, not management: daily business belongs to the board, however many shares you own, governance and management are deliberately split.

Page: https://tryals.app/practice/business-i/joint-stock-companies-s-a/which-rights-does-an-ordinary-s-a-share-confer-on-its-holder

### 7. The law lets an S.A. be founded with capital subscribed but only partly paid up. What is that distinction protecting?

A. Creditors, since the unpaid portion stays enforceable
B. The registry, which needs a figure to record at incorporation
C. Shareholders, who can walk away from the unpaid part at any time
D. Employees, whose wages are paid from the unpaid portion

**Answer:** A. Creditors, since the unpaid portion stays enforceable

**Why:** Subscribed capital is a debt owed to the company and callable. Without that, "capital" would describe money nobody was ever required to produce.

Page: https://tryals.app/practice/business-i/joint-stock-companies-s-a/the-law-lets-an-s-a-be-founded-with-capital-subscribed-but-only