Most Important Accounting and Tax Implications for SAS Companies.

We have reviewed the basic aspects of Simplified Shareholder Societies both in their constitution by individuals and corporations. In the present issue we review how it is integrated by a single shareholder.

When the SAS, is composed of a single shareholder , this will be the supreme body of the company .

The representation of the SAS will be in charge of an administrator, a role that a shareholder will perform. When said company is integrated by a single shareholder, it will exercise the powers of representation and will have the position of administrator.

It is understood that the administrator , by its sole appointment, may execute or execute all the acts and contracts included in the corporate purpose or that are directly related to the existence and operation of the company.

The decision making of the Shareholders Assembly will be governed only according to the following rules:

  1. All shareholders will have the right to participate in the decisions of the company.
  2. The shareholders will have a voice and vote, the shares will be of equal value and will confer the same rights.
  3. Any shareholder may submit matters to the Assembly for consideration, so that they may be included in the order of the day, as long as it requests the administrator in writing or by electronic means, if an information system is agreed upon.
  4. The administrator will send the matter to all shareholders subject to a vote in writing or by any electronic means, stating the date to issue the respective vote.
  5. The shareholders will express their vote on the matters in writing or by electronic means if an information system is agreed, either in person or outside the assembly.
  6. The Shareholders ‘Meeting will be convened by the company’s administrator, through the publication of a notice in the electronic system established by the Ministry of Economy with a minimum of five working days’ notice. In the call the agenda will be inserted with the matters that will be submitted for the consideration of the Assembly, as well as the corresponding documents.

If the administrator refuses to make the call or does not do so within the term of fifteen days following the receipt of a shareholder’s request, the call may be made by a judicial authority of the company’s domicile, at the request of any shareholder.

Once the procedure has been exhausted, the resolutions of the Shareholders’ Meeting are considered valid and will be binding on all shareholders if the vote was cast by a majority of the shareholders, unless the right of opposition provided for in this Act is exercised. The bylaws will be decided by majority vote.

At any time, shareholders may agree on forms of organization and administration other than those contemplated ; provided that the shareholders hold before a notary public the transformation of the simplified stock company to any other type of commercial company, this is established by the General Law of Commercial Companies (LGSM).

If this is not the case, the alternative dispute resolution mechanisms provided for in the Commercial Code should be given priority in order to seek a solution to the conflicts that arise between the shareholders, as well as from these with third parties.

Unless agreed otherwise, the profits will be distributed in proportion to the shares of each shareholder.
The administrator will publish in the electronic system of the Ministry of Economy, the annual report on the financial situation of the company in accordance with the rules issued by the Ministry of Economy.

The failure to present the financial situation during two consecutive years will result in the dissolution of the company, without prejudice to the responsibilities incurred by the shareholders individually. For purposes of the provisions of this paragraph, the Ministry of Economy will issue the corresponding declaration of non-compliance in accordance with the procedure established in the aforementioned rules.

The provisions governing the public limited company as well as the merger, transformation, spin-off, dissolution and liquidation of companies are applicable to the SAS.

For the cases of the SAS that is integrated with a single shareholder, all the provisions that refer to “shareholders” will be understood as applicable to the single shareholder . Likewise, those provisions that refer to “social contract” will be understood as referring to the “constitutive act”.

As it is observed, the fact of constituting ourselves as a Simplified Shares Company, allows us to have many benefits, both economically and in time; however, we must be attentive to fully meet all the requirements, to enjoy with it, all the privileges that SAS, we have.