VIVLA - Legal Structure

VIVLA’s Legal Model has been designed by Garrigues, Spain’s leading law firm, which advises thousands of clients and operates across more than 10 countries.
The model has been validated by hundreds of clients, lawyers, and notaries across Spain, who have highlighted its innovation and robustness.

Why an LLC Structure?

The legal formula chosen to implement the co-ownership is by interposing a Limited Liability Company (LLC) between the Owners and the Property due to the substantial advantages it offers over other alternatives (such as a community of goods or joint ownership):

Solid Governance

Mercantile regulation ensures greater solidity in the governance of the Company and the use of the Property among its Owners.

Greater Liquidity

As a common market instrument, the shares of a Limited Liability Company (LLC) enjoy greater liquidity.

Limited Liability

Owners have their responsibility limited towards the Company as they are not liable for its debts.

Why an LLC Structure?

Solid Governance

Mercantile regulation ensures greater solidity in the governance of the Company and the use of the Property among its Owners.

Greater Liquidity

As a common market instrument, the shares of a Limited Liability Company (LLC) enjoy greater liquidity.

Limited Liability

Owners have their responsibility limited towards the Company as they are not liable for its debts.

8 Shares Total

Max 4 shares (50%) per owner

VIVLA HOME LLC

New LLC for each property

Funds injected

Sole asset

The Property

Acquisition & Holding

8 Shares Total

Max 4 shares (50%) per owner

VIVLA HOME LLC

New LLC for each property

Funds injected

Sole asset

The Property

Acquisition & Holding

The Shareholders & Operating Agreement

This is the cornerstone of VIVLA's legal model.
It regulates everything from property usage to VIVLA's role as administrator,
ensuring a seamless experience where your only job is to enjoy your home.

VIVLA Manages, You Enjoy

The agreement grants VIVLA the necessary capacity to manage day-to-day operations. This structure isolates you from administrative burdens:

Greater Liquidity

As a common market instrument, the shares of a Limited Liability Company (LLC) enjoy greater liquidity.

Limited Liability

Owners have their responsibility limited towards the Company as they are not liable for its debts.

Your Voice in Big Decisions

While VIVLA handles the daily grind, you retain control over significant matters. The agreement defines specific majorities for critical decisions, balancing efficiency with protection.

"The agreement provides for Owners' participation in decision-making on significant matters that go beyond daily operations."

Approvals

Important Issues

5/8 Votes

e.g. Deciding not to renew the loan upon expiration.

Essential Issues

6/8 Votes

e.g. Removing VIVLA from its management role.

Fundamental

6/8 Votes

e.g. Selling the property or dissolving the company.

Defaults & Penalties

Owners who breach obligations face penalties and suspension of voting rights.

Minor Breaches

Late expense payments (<30 days).

Serious Breaches

Multiple repeated minor breaches.

Fundamental Breaches

Occupying property outside designated periods.

Core Responsibilities

VIVLA is responsible as administrator in accordance with the law and the Agreement.

The Owner is responsible for everything that occurs in the property during their stay.

The Company is merely a vehicle for property ownership; owners do not expect to receive dividends.

Financial Structure: Equity & Loans

To optimize tax efficiency and fairness, your purchase is split into two parts: Equity and a Shareholder Loan.
This structure is standard in sophisticated real estate transactions.

12.5%

Equity

You own 1/8th of the company's capital.

12.5%

Shareholder Loan

You act as a lender to the company, earning interest.

Market Rent - Usage Fee

Shareholders "pay" rent to use the asset (required by law).

Zero Sum

Loan interest offsets the rental cost, neutralizing cash flow impact.

Why a Shareholder Loan?

The Legal Requirement: Spanish legislation stipulates that a company cannot grant the use of its assets to its shareholders free of charge. Therefore, shareholders must pay a market rent for the use of the property.

‍The Solution: To avoid disadvantaging the owner, this market rent is offset by the interest that the shareholder is entitled to receive annually from the shareholder loan provided to the company.

Tax Insight: The tax burden of this structure (interest income in the savings tax base) is similar to the imputed rental income of a traditional second home purchase.

Shareholders

Pays rent

Earns interest

Company

result: Perfect Offset

Market Conditions

Mercantile regulation ensures greater solidity in the governance of the Company and the use of the Property among its Owners.

Transfer Pricing by

Garrigues

Appraisal by

Savills

What documentation do I need to sign?

Step 1: Reserve

Purchase Promise Agreement

The agreement grants VIVLA the necessary capacity to manage day-to-day operations. This structure isolates you from administrative burdens:

Property Registration Details

Shareholders & Operating Agreement

Draft of the Sales Deed

Step 2: Closing

Closing at the Notary

The formalization of your ownership. This involves signing two key deeds and paying the remaining 90%.
‍

Deed of Sale & Loan Transfer

Includes Property Registration, Loan Agreement, and Admin Certificate.

Public Execution of Agreement

Includes Document of Adherence and the full Shareholders Agreement

Smart Co-ownership.
Legally Secured.