The professional law firm company: Law 2/2007 requirements on partners, capital, registration and liability

When several lawyers practise together under one structure, the reference rule is Law 2/2007 of 15 March on professional companies. Its consolidated text in the BOE incorporates later amendments, the latest from January 2025. For a firm that is growing, reorganising or taking on partners, knowing its rules is essential.

This article summarises the main provisions of the law. It does not replace a review of each company's articles of association.

When a professional company must be set up

Article 1 establishes that companies whose purpose is the joint exercise of a professional activity must be constituted as professional companies under this law. They can adopt any of the corporate forms provided for in the laws.

Article 2 adds an important rule: these companies can only have as their purpose the exercise of professional activities, either directly or through holdings in other professional companies.

Who controls the company

Article 4 is the core of the law. It requires that professional partners hold:

• The majority of the capital and of the voting rights.
• The majority of the members of the management body.

People who are subject to a ground of incompatibility or disqualification from practising the profession cannot be professional partners.

If the company stops meeting these requirements, the law provides for its mandatory dissolution, unless the situation is regularised within six months.

Who provides the service

Under Article 5, professional activities can only be exercised by people registered with the corresponding professional association. The company organises the practice, but the professional act remains personal to the lawyer.

This rule connects with ethics: a lawyer who works within a company keeps their duties of independence and secrecy. We reviewed this when analysing lateral moves of lawyers between firms.

Name, incorporation and registration

• Name (Article 6): must include the expression "profesional" or its abbreviation, "p".
• Incorporation (Article 7): formalised in a public deed.
• Registration (Article 8): the company is registered in the Commercial Registry, at which point it acquires legal personality, and also in the bar association's Register of Professional Companies. Changes of partners and directors must also be recorded in a public deed.

Who answers for professional errors

Article 11 distinguishes two levels:

1. Company debts in general: the company answers with all its assets.
2. Debts arising from professional acts: the company and the professionals who acted are jointly and severally liable.

In addition, the law obliges the company to take out insurance covering the liability it may incur in carrying out its activity.

The second additional provision extends this liability regime to collective practice without a corporate form when a common or collective name is used publicly, for example on invoices. A firm that operates as a shared brand without a company therefore does not escape joint and several liability.

Partner status

Articles 12 to 16 regulate professional partner status. As a general rule, that status is not transferable without the consent of the other professional partners. The law also regulates withdrawal, exclusion and the liquidation of the partner's share.

These rules are relevant to any movement of partners. The departure of a professional partner is not governed by the special employment regime of employed lawyers, which expressly excludes partners, as we explain in the guide to the special employment relationship of lawyers.

Lawyers and court representatives together

The eighth additional provision allows lawyers and procuradores (court representatives) to set up companies that provide defence and representation services in an integrated way, with safeguards for professional independence.

Checklist for a firm

1. Verify that professional partners hold the majority of the capital, the votes and the management body.
2. Check that the name includes "profesional" or "p".
3. Review that the company is registered in the Commercial Registry and in the bar association's register.
4. Confirm that the liability insurance is in force and suited to the volume of activity.
5. Review in the articles and agreements the rules on entry, exit and valuation of the share.

If you practise alone and are considering taking the step, the tax obligations change. For individual practice we review form 130 and withholding. More guides on organising firms in Big law firms and lateral moves.