In the case analysed, the Mercantile Registrar refuses the registration of a deed of incorporation of a single-person limited liability company, with a share capital of one euro, represented by a share of one euro (1 €) nominal value, numbered 1, being fully subscribed and paid in. The registrar refused the registration on the grounds that dividing the share capital into a single share contradicts the principles of the limited liability company and its normal development.
The DGSJFP revokes the registry qualification and confirms the registration, stating that the existence of a single share does not contradict the principles of the limited liability company and its normal development. Although the DGSJFP considers that many of the rules of the Capital Companies Act that presuppose a plurality of shares do not apply to a company with a share capital represented by a single share, there is no legal precept that opposes this.
From the moment the incorporation and subsistence of a sole shareholder company for an indefinite period of time is admitted, as well as the existence of a company with a minimum capital of one euro — although this circumstance does not necessarily imply the existence of a single given that this capital can be divided into several shares with a nominal value of a fractional amount of one euro — the autonomy of the will of the founding shareholder of the company must be allowed. This will enable the founding shareholder to adapt the number of shares in which the capital is expressed to his/her specific needs and conveniences.
One of the objectives of the amendment introduced by Law 18/2022, of September 28, on the creation and growth of companies, to Article 4 of the Capital Companies Law (LSC), which sets the minimum share capital at one euro, is precisely “to broaden the options of the founding shareholder with respect to the share capital they wish to subscribe according to their needs and preferences”, as stated in the Preamble of said law.
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