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What it is

Rules for setting up and running professional companies in Spain

BOE step 7 of 7 · Passed

It is a government bill. Introduced by the Government. It was introduced on 1 February 2006. Introduced by: Gobierno.

Official title: Government bill on professional companies.

Follow this law

Source: Congreso de los Diputados, file 121/000077· updated 11 Nov

Automatic summary, not yet reviewed

  1. The law creates the professional company: a company whose purpose is to jointly practice an activity that requires an official university degree and membership of a professional association. It can use any corporate form allowed by law.
  2. Its corporate purpose must be exclusively professional, though it may hold shares in other professional companies. It may also practice several professions, unless they are incompatible by law.
  3. At least three quarters of the capital, voting rights, assets and partners must be professional partners, and so must three quarters of the directors. If this is breached and not fixed within three months, the company is dissolved.
  4. The company must be registered in the Mercantile Registry and in the Registry of Professional Companies of the relevant professional association. Changes to partners, directors or the company agreement must also be registered.
  5. The company is liable with all its assets, but the professionals who acted, whether partners or not, are also jointly liable for debts arising from professional acts. This also applies to groups working together without forming a company.
  6. Existing companies covered by the law must adapt and register in the Mercantile Registry within one year. If they fail to do so within eighteen months, they are automatically dissolved.

Who it affects

  • Licensed professionals who want to work together through a company: They must form professional companies and meet the rules on partners, registration and liability.
  • Clients and users of professional services: They have more parties liable: the company and also the professionals who performed the work.
  • Professional associations (colegios profesionales): They must create Registries of Professional Companies and can exercise their powers over these companies.
  • Existing companies already practicing professions jointly: They must adapt to the law and register within set deadlines or be dissolved.

Words worth knowing

Colegiación
Mandatory registration with a professional association (for example, the bar association) to be allowed to practice.
Socio profesional
A partner who meets the requirements to practice the company's profession and practices it within the company.
Responsabilidad solidaria
Joint liability: the creditor can demand the full debt from any of the liable parties, not just a share.
Cuota de liquidación
The money paid to a partner who leaves the company, in proportion to their stake.
Registro Mercantil
The official registry where companies are registered so their status is public and reliable.

It summarizes the law as published in the BOE. It is written by artificial intelligence and may contain mistakes: the official text is what counts. Read the official text · How we make summaries

Where it stands

How far did it get?

It took 7 of 7 steps. It reached BOE, and today it is passed.

  1. Introduced1 February 2006Someone registers the text in the Congreso.
  2. Admitted7 February 2006The Bureau of the Congreso accepts it and, for a members’ bill, the plenary decides whether to consider it.
  3. Amendments10 February 2006Groups propose changes.
  4. Committee28 June 2006A committee goes through the text in detail.
  5. Plenaryno dateAll 350 deputies vote.
  6. Senate7 November 2006The Senate can pass it, amend it or veto it.
  7. BOE1 March 2007It is published in the Official State Gazette (BOE) and comes into force.
See the 9 official steps on a timeline
Mar 2006Jun 2006Sept 2006Dec 200611. 1 February 2006: Presentación22. 7 February 2006: Comisión de Justicia Publicación desde 07/02/2006 hasta 10/02/200633. 7 February 2006: Calificación44. 10 February 2006: Comisión de Justicia Enmiendas desde 10/02/2006 hasta 28/06/200655. 28 June 2006: Comisión de Justicia Informe desde 28/06/2006 hasta 18/10/200666. 18 October 2006: Comisión de Justicia Aprobación con competencia legislativa plena desde 18/10/2006 hasta 07/11/200677. 7 November 2006: Senado desde 07/11/2006 hasta 21/02/200788. 21 February 2007: Pleno Enmiendas o veto del Senado desde 21/02/2007 hasta 01/03/200799. 1 March 2007: Concluido - (Aprobado con modificaciones) desde 01/03/2007 hasta 17/04/2007

Was there a plenary vote?

We have no plenary vote linked to this law in the Congreso’s data.

What happens next

What happens now?

It is law, or will be once published in the BOE. It comes into force on the date its own text sets.

Published in the BOE: Law 2/2007, of March 15, on professional societies.

Sources

Where does all this come from?

  • The data comes from the open files of the Congreso, the Senate and the BOE, unaltered.
  • Each deputy’s province is the one of their seat on the day of the vote.
  • We only say “passed” or “rejected” when the majority needed is certain; otherwise we say which side had more votes.

Read the full method · Report an error