Guide to business in Spain Guía de negocios en España

INVEST IN SPAIN

6. New limited liability company


6. New limited liability company

The intention of the lawmakers is to encourage the creation of small and medium-sized companies, simplifying the requirements for their formation and the pursuit of their activity, as can be inferred from the main features that distinguish an S.L.N.E. from a limited liability company, as detailed below:

Table 9

main features that distinguish an S.L.N.E. from a limited liability company

Registration

An S.L.N.E. can be registered, using a single electronic document together with the public deed of formation, within 48 hours of the execution of the deed.

Name

When forming the company, the corporate name must include the name and two surnames of one of the shareholders followed by an alphanumeric code, and the reference “Sociedad Limitada Nueva Empresa” or the abbreviation “S.L.N.E.”. This must be modified where the shareholder ceases to hold such status.

The corporate name must include the name of one of the shareholders only on formation of the company. Subsequently, under an amendment to the company’s bylaws and subject to prior clearance from the Central Commercial Registry, any name may be adopted.

Capital stock

The capital stock may not be less than €3,000 or more than €120,000, and may only be paid in with monetary contributions. If the capital stock exceeds €120,000, the company must be reregistered.

Shareholders

Only individuals can be shareholders of a New Limited Liability Company. On the date of formation, an S.L.N.E. may not have more than 5 shareholders, although this number can be increased later. A shareholder may only be a sole shareholder of one S.L.N.E.

Members of the managing body

Must have shareholder status. This body may never take the form of a board of directors.

Corporate purpose

Any or all of the activities provided for in Law 7/2003: farming, livestock farming, forestry, fishing activity, industrial activity, construction, commercial, tourism, transport, communications, brokerage, professional or services in general.

Moreover the corporate purpose may include different individual activities.

Tax and legal obligations

An S.L.N.E. may fulfill its accounting and tax duties by means of a single record.

Deferral of tax payments

Law 7/2003 indicates that an S.L. N. E may defer the payment of certain taxes and/or withholdings and prepayments by between one and two years, without having to grant any security albeit paying late-payment interest.

Guide to business in Spain

Annex I. Company and commercial law

25

ICEX - Gobierno de España - Ministerio de Economía y competitividad
Elaborado por Garrigues - Abogados y Asesores Tributarios
INVEST IN SPAIN. Paseo de la Castellana, 278. 28046 Madrid
T: (+34) 91 503 58 00
investinspain@investinspain.org | www.investinspain.org