Selected Papers in the Journal Citation Report:
In 1919 Spain introduced the Sociedad de Responsabilidad Limitada (SRL), a new type of limited-liability enterprise form that combined elements of the partnership with features of the corporation. The SRL resembled Germany’s Gesellschaft mit beschränkter Haftung (1892) or Britain’s Private Limited Company (1907). At first the SRL did not reflect new legislation; rather, an unusual feature of the Spanish Commercial Code allowed the Justice Ministry to authorize the form by fiat. The SRL did not have a statutory basis until 1953. Thus the thousands of SRLs formed between 1919 and 1953 had to rely on other sources for their rules. This paper studies the creation of actual SRLs: who used the new form, and how actors coped with the lack of a detailed legal framework. While similar in size to the ordinary partnership, the SRL from the start had distinctive ownership and capital-structure patterns. Entrepreneurs creating SRLs included contractual provisions that most often echo those of the partnership. As late as the 1930s many SRLs used contractual language to assert the basic characteristics of the form, implying concern over the lack of legislation defining the SRL.
GUINNANE, T.; MARTÍNEZ-RODRÍGUEZ, S. (2018) «Choice of Enterprise Form: Spain, 1886-1936.» Journal of Law, Economics, and Organization, 34(1), 1-26.
- Article (free access):
Every new firm selects a legal form for the enterprise. Organizing as a corporation, a limited company, or a partnership shapes the firm’s access to capital markets, its governance arrangements and tax liabilities, and its treatment in bankruptcy. We use multinomial choice models to estimate the determinants of enterprise form using firm-level data on Spain for the period 1886-1936. Our results support hypotheses drawn from the corporate-finance and ownership literatures; entrepreneurs preferred the corporation for the largest firms and for firms vulnerable to hold-up. In 1919, Spain introduced a new legal form, a limited company combining attributes of the corporation and the partnership. This Sociedad de Responsabilidad Limitada (SRL) displaced both corporations and partnerships, and was especially popular for small and medium-sized firms whose owners were unrelated. Counter-factual calculations suggest that few enterprises created prior to 1919 would have chosen the SRL even if it had been available.
***Mentions: Jesus Alfaro (Full Professor of Business Law) Blog: ¿Qué llevaba a los comerciales españoles a elegir un tipo societario u otro?
MARTÍNEZ-RODRÍGUEZ, S. (2016). «Creating the Sociedad de Responsabilidad Limitada: The Use of Legal Flexibility in the Spanish Company Law, 1869-1953». Business History Review 90(2), 227-249. [DOI: http://dx.doi.org/10.1017/S0007680515001361]
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.BHR SMR 2016
MARTÍNEZ-SOTO, A.P.; MARTÍNEZ-RODRÍGUEZ, S. (2015). «Graneries (pósitos): a source of finance for Spain´s small farmers, 1900-1950.» Continuity and Change. v. 30, n. 2, 251-277.
Under the Ancien Régime in Spain local granaries (in Spanish, pósitos) acted as welfare institutions designed to help small farmers in times of crisis. During the first third of the twentieth century they were subject to an intense reorganisation in Spain and this transformed them into the only microfinance institution to which a significant part of the country’s rural population had access. However, as the granaries were beginning to get their finances in order, the outbreak of the Spanish Civil War (1936–1939) and the ensuing change in political regime meant that from 1950 onwards they found themselves relegated to the financial margins. The longevity of the granaries makes them an interesting example of a type of financial institution that was able to adapt to different political regimes by changing the way they operated while maintaining their core objective of supporting small farmers.
GUINNANE, T.; MARTÍNEZ-RODRÍGUEZ, S. (2014). «Flexibility in the Spanish Company Law, 1885-1936.» Revista de Historia Industrial, v. 56, 81-113.
The Spanish business code allowed firms two types of organizational flexibility in the late 19th and early 20th century. Firms enjoyed great leeway in adapting rules to their needs. The corporation was especially flexible in this way. Spanish law also allowed firms to in effect create their own legal form. Until 1920, firms faced the choices typical of civil-law countries, namely, the corporation, and the ordinary or limited partnership. But the Spanish business code was explicitly “open,” allowing firms to do something else if they wished. This second type of flexibility reached its zenith in the Sociedad de Responsabilidad Limitada (SRL), a form similar to Germany’s GmbH or Britain’s PLC. For its first decades the SRL was a creation of notaries and entrepreneurs, and was not written into Spanish law until 1953. This paper describes the law governing formation of Spanish companies, and documents the choices firms used.
***Mentions: Jesus Alfaro (Full Professor of Business Law) Blog: Sociedades Limitadas Praeter Legem
MARTÍNEZ-SOTO, A.P.; MÉNDEZ, I.; MARTÍNEZ-RODRÍGUEZ, S. (2012). “Spain´s Development of Rural Credit Cooperatives from 1900 to 1936: the Role of Financial Resources and Formal Education.”European Review of Economic History. v. 16, 449-468.
This paper analyzes the role of financial resources, formal education, and other factors in explaining the presence and spread of rural credit cooperatives (RCCs) across Spanish provinces in the first third of the twentieth century. We first provide descriptive evidence on the evolution of RCCs and their financial activity. Then, we use panel data techniques to analyze the empirical validity of the potential determinants that we have collected.
We find a negative correlation between the male illiteracy rate and both the presence of cooperatives and their credit activity. Additionally, we find that cooperatives and public granaries were likely to be located in the same provinces. The cooperatives located in the richest provinces were granted access to external funding and, in particular, to the funds provided by the Banco de España (Bank of Spain). Our estimates attest that the funds obtained from their members were far more relevant than the external funds in accounting for both the number of cooperatives and their credit activity.
GUINNANE, T.; MARTÍNEZ-RODRÍGUEZ, S. (2011). “Cooperatives before Cooperative Law:Business Law and Cooperatives in Spain, 1869-1931.” Revista de Historia Económica, v. 29 (1), 67-93.
Studies of Spanish cooperatives date their spread from the Law on Agrarian Syndicates of 1906. But the first legislative appearance of cooperatives is an 1869 measure that permitted general incorporation for lending companies. The 1931 general law on cooperatives, the first act permitting the formation of cooperatives in any activity, reflects the gradual disappearance of the cooperative’s «business» characteristics. In this paper, we trace the Spanish cooperative’s legal roots in business law and its connections to broader questions of the freedom of association, the formation of joint-stock enterprises and the liability of investors in business and cooperative entities. Our account underscores the similarities of the organizational problems approach by cooperatives and business firms, while at the same time respecting the distinctive purposes cooperatives served.
MARTÍNEZ-RODRÍGUEZ, S. “History of Corporations in Spain in the 20th Century: Towards Europe.” In Wells, Harwell. Research Handbook on the History of Corporate and Company Law (Publisher website). Google this book, here!
MARTÍNEZ-RODRÍGUEZ, S. Dueñas y señoras (Mistresses of company´s capital): female partners in multi-owner firms, Spain (1886-1936). (April 2017, revise and resubmit)