Session 6: Creating the Sociedad de Responsabilidad Limitada: The Use of Legal Flexibility in Spanish Company Law, 1869-1953

Abstract

Spain approved the first law of Sociedad de Responsabilidad Limitada (SRL)—a legal form similar to the German GmbH— in 1953. However, the SRL had already been used, albeit without its own legislation, since the 1920s. How was this possible in a country whose legal system was based on civil law? Its 1885 Commercial Code lacked the numerus clausus principle for enterprise forms, a feature that gave entrepreneurs unusual freedom in organizing their firms, and in adopting new business forms not defined in the code. It also invites us to rethink the notion of rigidity in civil law