¿Sin ley y dentro de la legalidad? Inicios de la Sociedad de Responsabilidad Limitada en España (1869-1953).

Resumo

The Sociedad de Responsabilidad Limitada (SRL, Spanish version of the Private Limited Liability Company) is the most relevant change in business organizations forms in Spain throughout the whole 20th century. The first law on SRL was passed in 1953, even though SRL had been used successfully since 1919, after the Business Register regulated its registration. In only few years the SRL had displaced partnership organizations. Firms were lacking a specific regulation, the same way it had in countries with the common law even if Spain was a country with a strong civil legal tradition. This conduct was exceptional and the legal explanation to this paradox lies in Spain 1885 Commercial Code. The reason was that Spain’s code was open, in other words, its firms could either use one of the standard enterprise types (the partnership, limited partnership or corporation) or in essence create a form of their own. The odd behavior allowed for the adoption of legal innovations, by practice, use and experience, following the style of the common law countries.