What commitments can a startup demand from its partners without breaching the Companies Act: ancillary obligations versus shareholders' agreements
Work, exclusivity or lock-in: the LSC excludes work from capital and ancillary obligations are rigid; the shareholders' agreement is the flexible route.
The founder working full time without a salary, the investor demanding exclusivity, the team that must stay five years to keep their shares: personal commitments are the usual currency in startups. But the Spanish Companies Act (LSC) sets strict limits on what can be demanded as a corporate obligation, and the El Confidencial op-ed by Álvaro Hernández-Puértolas analysing the question sums up the golden rule: capital cannot consist of work or services, and almost everything else requires specific instruments.
The red line: work is not capital
The LSC prohibits work contributions in both the public limited company and the limited company: the object of monetary or non-monetary contributions cannot consist of work or services. The practical consequence is that no articles of association can turn the founder's professional dedication into a contribution to share capital. Whoever wants to bind the partner's work to the company needs another route: ancillary obligations (prestaciones accesorias).
Ancillary obligations are, in the language of the LSC itself, the obligations to do or not to do that are added to the obligation to contribute capital, and they can be incorporated into the articles in both the SL and the SA, whether remunerated or not. Personal work, non-compete, lock-in or performance targets can all be structured this way. But the instrument is rigid: its establishment or modification requires a statutory amendment and, in addition, the individual consent of the affected partner. And voluntary breach empowers the SL's general meeting — and in the SA it may be provided for — to agree the partner's exclusion, although it does not always allow depriving them of their shares for free, only of the rights the breach justifies, without gratuitous deprivation of value.
The shareholders' agreement as the flexible route
Faced with statutory rigidity, the sector has overwhelmingly opted for the shareholders' agreement: the parasocial contract where vesting, lock-in, drag-along or tag-along clauses and conventional penalties fit. Its advantage is flexibility — no notary or registry required —; its limit, that it only binds its signatories and its breach is resolved, in principle, in damages, not in corporate expulsion.
The practical conclusion for founders and investors is one of documentary architecture: what is essential for governance, in the articles as an ancillary obligation; what is contingent or evolving, in the shareholders' agreement. And in both cases, drafting matters more than the formula. On the related operations, it is worth reviewing the state of legaltech financing in 2026 and, if the debate includes data treatment in information sharing, the AEPD guide on AI in law firms.
Source: El Confidencial, op-ed by Álvaro Hernández-Puértolas (30 October 2026), verified 3 November 2026.
Related links
Fuentes
- elconfidencial.com. Accessed 3 November 2026.
The specific data in this article come from the official sources cited.
