S.A.S. and Sports Joint Stock Companies: New rules under the Organic Law of National Solidarity

The Organic Law of National Solidarity, published in the Sixth Supplement of the Official Gazette No. 56 on June 10, 2025, is a public order regulation of nationwide application that establishes a special legal regime incorporating financial, tax, and security measures. Its purpose is to ensure the sustainability of the economic and financial system, to protect the civilian population, reinforce law enforcement forces, and the reactivation of economic of the affected areas.

In the corporate sphere, this law reaffirms and broadens key restrictions applicable to Simplified Joint Stock Companies (S.A.S.). It is important to note that, prior to this reform, the Companies Law already prohibited S.A.S. from engaging in activities related to financial operations, securities markets, insurance and other activities subject to special regulatory treatment under the law.

Now, through the Eighth Amending Provision of the Organic Law of National Solidarity, the unnumbered article titled “Prohibitions” in the Companies Law has been replaced, expressly expanding the scope of restricted activities. Under this reform, S.A.S. shall not develop operations in strategic sectors, mining, and related activities, in addition to the previously restricted areas.

This amendment does not introduce an entirely new prohibition but rather clarifies and reinforces the legal framework regarding activities incompatible with the nature of the S.A.S., reaffirming its role as a vehicle designed for business ventures with lower regulatory complexity and preventing its use in high-risk or public interest sectors.

Parallelly, the law introduces the Sports Joint Stock Company (S.A.D.), a new legal form aimed at professionalizing and strengthening the governance of high-performance sports clubs and teams. These are commercial entities allowed to operate for profit, whose capital is divided into negotiable shares. Shareholders are liable only up to the amount of their contributions. These companies may be established by contract or unilateral act and are subject to strict regulatory oversight to ensure the integrity of their operations and to prevent the infiltration of illicit practices, such as asset laundering or criminal economic activities. S.A.D. entities must comply with the provisions of the Sports Act, the Companies Law and the corresponding regulations.

At Quevedo & Ponce, we have extensive experience in corporate law and regulatory compliance. We assist our clients in the incorporation, transformation and legal assessment of corporate structures, ensuring full compliance with the current legal framework.