Setting up a Business in Spain

Overview by Globlatrade.net:

Legal Forms of Companies

Types of Companies and Capital (Max/Min) Number of Partners/Shareholders and Liability Registration Fees
Sociedad de Responsabilidad Limitada (S.L.), limited liability company.
 
 
3,005.06 EUR minimum fully subscribed and fully paid up.
Minimum 2 partners and maximum 50
note: A single partner for a sole proprietorship S.L..
 
 
Responsibility limited to the contribution amount.
Company's name registration: EUR 7-14; Constitution Act by a public notary: EUR 500; Payment of a fee to local authorities: 1% of capital; Inscription in the Trade Register: EUR 164; Editing Statutes: EUR 90; Obtaining a municipal license to open commercial buildings: EUR 6,350.
Sociedad Anonima (S.A.), limited company (Incorporated).
 
 
60,101.21 EUR minimum, fully paid up minimum up to 25% of the total constituted amount.
Minimum 3 partners.
note: This number can then be brought to 2 and then 1 shareholder.
 
 
Responsibility limited to the contribution amount.
Company's name registration: EUR 7-14; Constitution Act by a public notary: EUR 500; Payment of a fee to local authorities: 1% of capital; Inscription in the Trade Register: EUR 164; Editing Statutes: EUR 90; Obtaining a municipal license to open commercial buildings: EUR 6,350.
Sociedad Colectiva, company in a group's name.
 
 
No minimum capital.
Minimum 2 partners.
 
 
Liability is joint and several and unlimited towards third parties.
Company's name registration: EUR 7-14; Constitution Act by a public notary: EUR 500; Payment of a fee to local authorities: 1% of capital; Inscription in the Trade Register: EUR 164; Editing Statutes: EUR 90; Obtaining a municipal license to open commercial buildings: EUR 6,350.
Sociedad comanditaria, mixed liability company (limited partnership)
 
 
No minimum capital.
There are 2 types of partners, the active partners and the sleeping partners.
 
 
The responsibility of active partners is unlimited. Responsibility of sleeping partners is limited to their contribution amount.
Company's name registration: EUR 7-14; Constitution Act by a public notary: EUR 500; Payment of a fee to local authorities: 1% of capital; Inscription in the Trade Register: EUR 164; Editing Statutes: EUR 90; Obtaining a municipal license to open commercial buildings: EUR 6,350.
 
 

Business Setup Procedures

Administrative Formalities
Statutes must be drawn up by a notarized deed. The relevant register is that of the province where the headquarters of the company is situated or the place where the branch is located. Foreign investors must obtain a negative certificate from the Central Trade Register to ensure that the company name is not already in use. A tax licence (CIF) is required on formation. Registration with Social Security and opening a bank account are compulsory. For further information, visit the website  Crear-empresas.com/.
The Competent Organization
National Trade Register
Time Necessary for Registration
A S.L. can be created in 24 hours. It takes a longer time for a SA.
 

Recovery Procedures

Principle
Since 2002, the Spanish Government has simplified bankruptcy:
- Instead of suspension of payments, the company is « put up for sale by auction » under the control of an official receiver. It can then either suspend or not its business,
- if no solution of recovery or renegotiation of the debt is found the company is declared bankrupt and its assets liquidated to pay the creditors partly.
Minimum Debt-to-Capital Ratio Triggering Liquidation
All the unpaid debts (salaries, social security, suppliers, etc.) outstanding for more than 6 months can lead to the initiation of the process for liquidation of the company.
Bankruptcy Laws
"Ley Concursal" 22/2003 of July 9, 2003.

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