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Q1: What is an SL company, Socieded Limitada (LIMITED LIABILITY COMPANY)? A1: It is a mercantile organisation in which the capital or money invested by the partners is divided into the company’s shares or participations. The investment contributions of the partners could be monetary or non-monetary. Q2: What types of Limited Liabilities exist? A2: There are different types of limited liability companies in Spain. Broadly speaking company types will depend on: a. The minimum number of partners b. Minimum and/or maximum investment required for its establishment. c. Social Security system in which partners/workers are or have to be registered. d. Some companies may benefit from state or local financial aid and some other sorts of assistance. In this sense the Limited Companies that may be incorporated within the Spanish territory are: Company Type
Number of Partners
Sociedad Anónima (S.A.)
Minimum 1
Sociedad Limitada
Minimum 1
Minimum CapitalInvestment Minimum €60,101.21 Disbursed Capital must be at least 25%
Minimum €3,012
Liability
Social Security System
Limited to the Capital Invested
Autonomous (independent Worker) for those partners who work in the Company
Limited to the
Autonomous (independent
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Maximum 5
Nueva Empresa (S.L.N.E.)
Sociedad Limitada (S.L or S.R.L.)
Minimum 1
Sociedad Laboral Anónima
Minimum 3
Sociedad Laboral Limitada
Minimum 3
totally paid. Maximum €120,000
Minimum €3,005.06 totally paid.
Minimum €60,101.21 Disbursed Capital must be at least 25%
Minimum €3,005.06 totally paid.
Capital Invested
Worker) for those partners who work in the Company
Limited to the Capital Invested
Autonomous (independent Worker) for those partners who work in the Company
Limited to the Capital Invested
General or Autonomous System for those partners who work in the Company
Limited to the Capital Invested
General or Autonomous System for those partners who work in the Company
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Sociedad Cooperativa
Minimum 3
Minimum €1,803.04
Limited
General or Autonomous System
Q3: What’s the advantage of establishing a company instead of being an sole trader or "Autonomo"? A3: The first and most important advantage is that with a Limited Company your liabilities with third parties are backed up only by the company’s assets. As a independent worker you would have to face any liability with your own personal assets and thus is considered as unlimited.
Q4: Which is the minimum investment required to incorporate a limited liability company? A4: As shown in the chart above each Limited Company Type has its own minimum investment requirements. Some of them additionally require that the investment is paid (deposited in the Company’s Bank Account) before the company is formally established when signing the title deeds in the Notary.
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Q5: What steps must be followed to establish a Limited Liability Company and to start its economic activity? A5: The chart below outlines the steps necessary to establish a limited Liability Company. Step
Procedure / Step
Purpose
Where
Form – Price
Important Info Documents Required
COMPANY’S ESTABLISHMENT AND REGISTRATION 1
Company’s Name Negative Certificate
Verify the Company’s Name is not in use by another individual or Company
2
Bank Deposit
Bank Account Opening and
Registro Mercantil Central. www.rmc.es
Any Bank within the Spanish
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Certificación Negativa de Denominación
S.L. :€3.006 S.A. :€15,025.50
The Company’s Name reservation is valid for 15 months, although the Certificate is valid for only 2 months Bank Deposit Slip expires 2
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3
4
5
Drafting and Registration of Company’s Constitution Document
Required investment (Capital) Deposit
territory chosen by the Entrepreneurs
(MINIMUM)
Constitution that sets the Company’s Economic Activity purpose and Regulations
Notary Public. It may be advisable to hire a lawyer to draft the Constitution
Depends on the Company’s Capital Lawyers Fees
Provisional Tax I.D Number (C.I.F.)
Tax ID Application to obtain the Provisional Number and the ID stickers.
Patrimony Transfer and Documented
Payment of the Company’s
months after it has been issued Company’s Name Negative Certificate Company’s Constitution Bank Slip
Tributary Agency (Agencia Tributaria) that corresponds to the Company’s Fiscal Address www.aeat.es(they have some sections in English) Dirección General de Tributos de la
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MODEL 036 or 037
MODEL 600 Tax: 1% of the
DNI or NIE copy of the manager and all the partners. Original and Copy of the Company’s Constitution Document
Simple Copy (Nota
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Legal Acts (ITP y AJD)Tax Payment
establishment inherent taxes
Consejería de Hacienda
Company’s Capital
Simple) of the Constitution Document certified by the Notary Original Constitution Document Deadline: 30 days after the Constitution has been signed
6
7
Company Registry
Accounting Books
With this Registration the Company acquires legal authorization to operate.
Libro de Diario
Registro Mercantil that Corresponds to the Company’s “Social” Address (usually the Province Mercantile Registry)
Registro
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Depends on the Company’s Capital. S.L. €180 APX S.A. €210.35 APX
Original Constitution Document Paid MODEL 600 Provisional CIF Deadline: 2 months after the Constitution Document has been signed Request Form and
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Legalisation
Libro de Actas Libro de Socios
Company’s Books
Mercantil that Corresponds to the Company’s “Social” Address
COMPANY’S ECONOMIC ACTIVITY START UP 8
9
Economic Activity Start Up Declaration (Declaración Censal de Inicio de Actividad)
Partner’s Social Security Registration
Declaración Censal de Inicio de Actividad. Economic Activity Registration
Tributary Agency (Agencia Tributaria) that corresponds to the Company’s Fiscal Address
MODEL 036 or 037
Depending on the type of company and the number of shares in the company, working shareholders
City’s Tesorería or Administración General de la Seguridad Social
Official Model TA521 Regimen especial de Autonomos (Special System for Independent workers)
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CIF DNI/NIE of the Manager or authorised person to act on behalf of the company Deadline. Before starting the company’s activities Social Security card Economic Start up Declaration Original and Copy Constitution
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Social Security
must register in the Social Security as Autonomo.
Document Copy DNI/NIE of the insured individual Original and Copy Deadline: Up to 30 days after starting the company’s activities
10
11
Company’s Social Security Registration
Workers’ Social Security Registration
If the company plans to hire employees
When the company hires employees. If employees are not registered in the Social Security System they must be first registered
City’s Tesorería or Administración General de la Seguridad Social City’s Tesorería or Administración General de la Seguridad Social
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Official Model TA6 Social Security Company Registration
Official Social Security models TA1 and/or TA2
DNI/NIE copy of the employee Social Security Card Deadline: Before the employee starts working for the company
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12
13
14
15
Work Centre Operation Start Up Communication
Autonomous and Municipal Licenses
Entrepreneurs must notify the opening of their work centre
Some economic activities require special licenses or permissions
Book of Visits (Inspections) Purchase
When starting activities
Definitive Tax I.D. Number
Once the Company is registered
Dirección General de Trabajo of your Autonomous Community Depends on the Activity and the licenses or permissions required
Free Model of Work Centre opening
Deadline: Within 30 days after opening the work centre
Depends on the Town Hall
Depends on the Activity
Libro de Visitas Specialized Bookstores or in Inspección del Trabajo Administración o Delegación of the AEAT
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MODEL 036 Signed y the manager and the partners
DNI/NIE copy of the Model c30 signee Original Copy and Copy of the
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Constitution Document Provisional CIF Deadline: Before the expiration date of the Provisional CIF
Q6: What is considered as the Social Address of the Company? A6: The social address of the company is where the main office is located and where the management of the same is effectively carried out. A Spanish Social address must be located within the Spanish territory. Q7: What is considered as the Fiscal Address of the Company? A7: The fiscal address of the company is analogous to the social one and hence is the place where the economic and managerial activities of the company are carried out. Q8: May a Limited Liability Company have Branches? A8: Yes, It may have branches and as many as it considers necessary for its economic purposes. Q9: May a Limited Liability company have branches in foreign countries? A9: Yes, a Limited Liability Company may have its branches either within the Spanish territory or abroad in any foreign country. Costa Luz Lawyers C/ Ancha 30, 3º - 11201 Algeciras - (t) +34 956.092.687 - (f) +34 956.092.697 mldecastro@costaluzlawyers.es – marialuisa@costaluzlawyers.es
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Q10: Do I need to produce a Constitution Document? A10: Yes, it is obligatory to draft the company’s constitution document in order to be able to establish a company. This document has to be notarised and also registered in the Mercantile Registry. This document has to be granted by all the company’s partners. Q11: What elements or aspects need to be mentioned or be contained in the Constitution Document of the Company?
a. b. c. d. e. f.
A11: The aspects or elements to mention in the Constitution Documents are: Partner’s name and Identification Numbers (NIE, DNI, Passport). Partners individual investments or contributions. Number of shares and their unit price. The appointment of the company’s manager. Description of the Economic Activity of the company. Company’s purpose. The Company’s articles of constitution Q12: What must be indicated in the Constitution Articles of the Company?
a. b. c. d. e.
A12: The information required in the Company’s Constitution Articles is: Company’s name and Social Address Company’s economic activity purpose Period of the fiscal Economic Activity exercise. Company’s Capital and Shares Managerial proceedings and organisation as established by law: o 1 Manager o Board of Administrators… among other types. Normally the Company’s Manager or administrators are the company’s shareholders or partners, but it may be appointed a totally independent person(s).
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