How to create a company in Spain

Creating a company implies making a series of important decisions as well as being up to date with administrative and legal procedures, however, it also implies a series of fiscal and economic advantages when acquiring assets. Every type of company has a legal form and, in turn, a series of features that differentiate it according to the size of the project which they are directed.

There are different types of legal figures when creating a company. The first step will be to know if the entrepreneur will act as an individual or a natural person, or if, on the contrary, he will form a commercial company. In this case we focus on the most common commercial companies.

Limited partnership

This type of partnership, capitalist in nature, has capital divided into shares and will be satisfied with the contributions of the partners who will not respond personally to corporate debts. It is the most common for business projects.

General features:

  • The formal creation of the S.L. It has to be done before a notary. This deed must have the bylaws and must be registered in the Mercantile Registry.
  • The bylaws must have at least the company name, object, address and capital divided into shares (with nominal value and numbering).
  • In addition, the number of participants can range from a single person being a One-Person Limited Company or have more partners.
  • The capital stock will have to be paid up in full and distributed in social shares. It cannot be less than 3,000 euros, although it is advisable to start with a share capital that generates enough resources for the company to start the activity, since it is very common that losses may occur in the first year. If these losses leave the share capital below half, it may be grounds for dissolution, which if not resolved, the company administrators become jointly and severally liable for all debts generated from said situation. If the share capital were of the minimum amount, presenting losses above € 1,500 would already incur the cause of dissolution that may lead to responsibilities before the administrators.

Anonymous society

This corporate profile is quite similar to the one previously exposed. It is also of the capitalist type, generally intended for a large number of partners.

General features:

  • You can have a single member as a Sole proprietorship, or have two or more partners.
  • If a Unipersonal Limited Company is formed and six months pass without it having been registered in the Mercantile Registry, the partner will respond personally, unlimitedly and jointly and severally to corporate debts generated during the unregistered period.
  • The capital stock is divided into shares formed by the contributions of each of the partners. The minimum is 60,000 euros, and it must be fully subscribed and paid at least 25% at the time of granting the articles of incorporation. In the event of a partial disbursement of the shares, the deed must state that the disbursement of the rest will be made in the future in cash or in new non-monetary contributions, determining its nature, value and content, form and procedure, in addition of the term in which it will be carried out. The contributions of the partners can be in cash, goods or economically valuable rights, in no case the object of contribution of work or services.

There are other types of society, in which we will not stop, such as Labor Companies (SLL), Community of goods (CB), Limited Partnership (SC) or Community of Goods (CB), since they are not focused on a business activity and capitalist.

Finally, real estate investment companies, collective and non-financial institutions whose social objective is to raise funds, assets or rights from the public to manage them, invest in assets, rights or other financial securities or not, as long as they achieve a return for the investor.

General features:

  • The number of shareholder members cannot be less than 100 and by regulation a different threshold may be available.
  • Companies that have been created without successive foundation procedures and public subscription of shares have a period of one year, which counts from their registration in the administrative register, to reach the minimum figure of 9 million euros that represents the initial equity .
  • The capital stock must be fully subscribed and paid up from the time of formation and is represented in the form of shares. Different series of shares may be issued differentiated by commissions that will be applicable. In this way, the shares that belong to the same series will have the same nominal value and will present the same rights. Real estate investment funds must have a minimum initial equity of nine million euros, fully paid up.
  • The companies also have a series of advantages, eminently fiscal, when declaring their assets. For example, the tax reduced to 2% of the Transfer Tax, or the refund of VAT on the items declared for the regular operation of the same

At Ramallo Abogados we can accompany you in the complete process of creating your company, and we will study each specific case in a personalized way, whatever the type of company you want to apply to, as well as work in a structure that favors the tax profitability of the same.

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