Private limited worker-owned company

18/01/2023

The law defines worker-owned companies (sociedades laborales) a limited or limited liability companies where at least the majority of corporate capital is owned by workers that provide compensated services personally and directly at these companies by means of a permanent work relationship.

A worker-owned company’s main characteristics are:

  • The majority of corporate capital must be owned by workers who provide compensated services by means of a permanent work relationship.
  • No shareholder may hold corporate stocks that account for more than one-third of corporate capital, unless:
    1. the worker-owned company is initially established by two worker-shareholders (each with 50% of capital and right to vote) with the obligation that, in 36 months, the company shall be adapted with all legal requirements,
    2. shareholders are public entities, with a majority public shareholding, not-for-profit or social economy entities, in which case shareholding may be greater without reaching 50% of corporate capital.
  • The number of hours-year worked by permanently hired workers who are not shareholders cannot be greater than 49% of the total hours-year worked by all worker shareholders. Workers with disability equal to or greater than thirty-three percent shall not be considered to calculate these percentages.
  • In addition to the legal or statutory reserves applicable, worker-owned companies must establish a Special Reserve endowed with 10 percent of liquid profit each fiscal year until at least double the share capital has been reached. This Fund may only be used to offset losses in the event that there are no other sufficient reserves available for this purpose and/or the purchase of the company’s own stocks or corporate shares.
  • They must keep a Book of Inventory and Annual Accounts, a Log (daily record of operations), and a Minutes Book that includes all agreements reached by General and Special Board Meetings and the company’s other collegiate bodies.
  • They must also keep a Shareholder Record Book, with the original ownership and transfers of corporate shares.
  • Limitations on the transfer of shares.

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