Social Enterprises and Benefit Corporations in Spain

Resumen

This chapter provides an overview of the legal framework for social enterprises in Spain and portrays the benefit-corporation phenomenon from the perspective of the Spanish law. The former is presided over by Ley 5/2011, de 29 de marzo, de Economía Social (LES), the main conceptual and policy aspects of which are discussed in this chapter. On the latter, since benefit corporations are not regulated in Spain, the contribution draws up their identifying elements from both a comparative methodology and a failed proposal for a general interest private limited liability company (S.L.I.G.). We consider benefit corporations and their applicable regime within the everlasting debate on the role of profit—both objective and subjective—as part of the cause of the company contract. Against this background, this chapter provides three theoretical models for benefit corporations under the Spanish company law and assesses how they may be adapted into the articles of association. We then examine how core finance and governance aspects may be touched, namely, the distribution of profits, directors’ duties, and shareholder protection mechanisms. The chapter supports the view that benefit corporations may be lawfully formed de lege lata under the Spanish companies and social enterprise law, although significant regulatory amendments are advisable to smoothen the process.