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have habitual residence outside Spain or the EU, if the first publication is in Spain or at leatstpublished in the Spanish territory withing 30 days since the first publication.FORMS OF BUSINESS ENTITIESIn generalThe main regulation for the incorporation of business entities is established in the Royal Decree1/2010, which approves the Spanish Companies Act.In addition, the restructuring of companies, such as merger and acquisitions, split-off, etc. areregulated by the Act 3/2009 of April 3..CorporationIn generalCorporations (SA) are most commonly used for financing important investment projects, beingthe most representative form of capital based entities.Forms of Business EntitiesAn SA’s capital is divided into shares, and the decisions are taken by the board of directors andthe shareholder’s meeting. The responsibility of the shareholders is secondary to the one of thecompany itself.Formalities of incorporationFounder shareholders of the company (either individuals or entities) or their representatives (withsufficient powers of attorney) must appear before a Spanish Public Notary in order to executethe public deed of incorporation, which must include the company’s by-laws. The public deedmust be recorded at the Mercantile Register of the province where the corporation is based. Onlywhen the company is recorded it acquires legal capacity. In between the execution of the publicdeed and its recording in the Mercantile Register, contracts can be celebrated on behalf of thecompany on formation but its enforceability shall be conditioned to the effective recording of thesaid incorporation deed in the relevant Mercantile Register, otherwise the representatives of thenew company who have signed of its behalf will be deemed jointly liable.Shareholders can be individuals or companies of any nationality or residence. In the case ofcompanies of foreign nationality wishing to become shareholders of an existing SA orincorporate a new one it is necessary that a certificate be issued by the Commercial Register ofthe country where the company is resident, which evidences the incorporation and existence ofsaid company as well as its management body. Such document, as well as the relevant powers of9