ICEX-INVEST IN SPAIN

Setting up a business

Limited Liability Company (S.L.)

Features:

Flexibility is one of the main hallmarks of this kind of company, since it gives the shareholders considerable leeway to define the S.L.'s internal rules of governance in the bylaws.

The minimum capital is €3,000 and must be fully paid in at the time of formation. The capital must be divided into shares (known as "participaciones"). In general, its shares cannot be transferred (unless to other shareholders, ascendants, descendants, or companies of the same group) unless otherwise provided in the bylaws.

Unlike an S.A., no independent expert's report is required for non-cash contributions. The shareholders' meeting is the ultimate managing body and has authority to appoint and remove the directors of the S.L. The executive management body of an S.L. is made up of one or more directors, who need not be shareholders or Spanish nationals.

Legal formalities to form an S.L.:

Similar to an S.A. However, there are abbreviated procedures for the formation of limited liability companies by telematic means, which reduce the costs, the needed documentation and the registration period at the Commercial Registry. The simplified procedures are applicable only to limited liability companies which fulfill certain requirements (individuals shareholders, capital under a fixed amount and other requirements related to the managing body and the adequacy of the bylaws). 

Recent Law 14/2013, of September 27, 2013, on support to entrepreneurs and their internationalization (the “Entrepreneurs Law”) provides an express regime for the formation of limited liability companies, with and without standard bylaws, the content of which will be implemented by secondary legislation.

Cost:

Similar to an S.A. 

 

For further information, visit the extended version of our online Guide to Business:

Establishing a business in Spain

Annex I. Company and commercial law

Annex II. The Spanish financial system

Annex III. Accounting and audit issues


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Last updated: 16|09|2015

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