Non-monetary contributions are made up of assets and rights that are subject to economic valuation other than money and are intended to form a company or society.
Thus, said contributions may consist of movable or immovable property, securities, contracts, real or credit rights, industrial property, establishments or premises, etc. In return, the contributor - the one who offers the non-monetary contributions - receives shares or social participations of the company.
The Regulations of the Mercantile Registry indicate that when the contribution is non-monetary, the assets or rights that are the object of the contribution will be described in the deeds -of the incorporation of the company or that of the increase of the capital stock-, indicating their registration data, if any. , the title or concept of the contribution as well as the value of each one of them, also depositing the notarial testimony of the required report.
In other words, regarding the formation of public limited companies, non-monetary contributions must be the subject of a report prepared by one or more independent experts appointed by the Mercantile Registrar. This document will contain the description of each of the non-monetary contributions, with their registration data, if applicable, as well as the evaluation criteria adopted, and will be incorporated as an annex to the deed, depositing an authenticated copy in the Mercantile Registry.
With regard to limited liability companies, in the deed of incorporation or in the execution of the capital increase, the non-monetary contributions must be described, with their registration data, if any, the valuation in euros attributed to them, as well as the numbering of the shares assigned in payment.
As has been seen, non-monetary contributions can also occur in capital increases, when certain assets are allowed to be incorporated instead of money.
The Capital Companies Law requires that a report from the administrators be made available to the partners, which will describe in detail the projected contributions, their valuation, the people who have to make them, the number and nominal value of the social shares. or of the shares to be created or issued, the amount of the capital increase and the guarantees adopted for the effectiveness of the increase.
In addition, in capital increases, the inclusion of a company within a corporate group can be included as a non-monetary contribution: the latter -the group that buys- must issue new titles - as a counterpart of the representative values of the property- to deliver them to the owners of the company contributed or acquired.
In the case of acquisition via the Public Offering of Acquisition (OPA), current legislation allows securities to be offered as consideration offered for the shares of the affected company; However, the assessment of the process must be carried out by an independent expert and, likewise, the possibility is opened that the offer can be divided into both cash and securities.
Finally, it is important to remember that non-monetary contributions are taxed as corporate operations at 1%.Limited liability company