Any foreign citizen or legal person may be a free shareholder of a Spanish company, provided that he applies for a N.I.E. or a N.I.F. as described in this chapter. Article: Spanish Identification Numbers: NIE, CIF, VAT # Doing Business in Spain: Tips for Business Travelers How to search for information about a company in Spain Tips for corporate banking in Spain Creation of a joint venture Foreign investment Get a business valuation in Spain Tips for renting business premises in Spain Using a business credit card in Spain Corporate taxes Offices Government in Spain, with links Let`s get all the legal aspects Complete formalities. Purchase a ready-to-use legal service from one of our English-speaking lawyers at a single fixed price: The minimum share capital required to establish a “sociedad anónima” is €60,101.21. The share capital must be fully subscribed and paid at least 25% in cash or real estate. The capital is divided into shares. This type of company has its own legal status as a separate entity from its shareholders. The memorandum of association must be signed before a notary and then registered in the Spanish Commercial Register (Registro Mercantil). Only one person can form this type of company. A Spanish SL is actually a limited liability company or sociedad limitada. It represents the most popular type of business in Spain, both for local and foreign investors. The limited liability company is characterized by a high degree of flexibility, as shareholders are allowed to set their own rules within the company.
A Spanish SL is generally used for small and medium-sized businesses and our team of specialists in business creation in Spain can advise you on the registration of this form of business. All these companies acquire full legal capacity as soon as they are registered in the competent commercial register and the effects of limited liability do not occur until that date. Partners can give the company a separate legal entity through an agreement, be notarized and authenticated and registered in the Spanish Commercial Registry. When setting up a company, choosing the appropriate legal form is an important decision. Spanish law recognises different legal forms, in which cost and time, as well as the specific requirements of the incorporation process and the extent of shareholder liability, vary considerably. In order to set up a company in Spain in the form of an SL or SA, several steps must be completed, which can usually be completed in about 6 or 7 weeks. There is no legal minimum number of shareholders/members (comuneros). S.L.: 3.000 €.
However, the law provides for sequential formation, in which a “comunidad de bienes” does not usually have its own legal personality. However, it is able to act on behalf of its members in the legal system. There are different types of companies or legal forms that a business can take. The main differences between Sociedad Anónima and Sociedad Limitada result from their conception. Overall, the S.A. is a form of company designed mainly for large companies, while the S.L. Designed for small businesses or family businesses, where trust and personal relationships are the basis for starting the business. For this reason, the legal structure and operating mechanisms of an S.L.
are less sophisticated than those of an S.A. A limited liability company has its own legal status as an entity separate from its shareholders. The main disadvantage of this legal form is that in case of liability, if the company can not fulfill all its obligations with all its assets, and the individual entrepreneur would be liable for the difference with his personal property. In cases where the company holds less than half of the share capital, it is mandatory under Spanish law to dissolve the company. However, other types of reasons may also be established in the company`s articles of association, and businessmen can obtain more information about these provisions from our team of consultants when registering companies in Spain. Corporate directors are allowed, but a person must be appointed to replace the corporation director. Designated administrators are legally permitted. S.A.: At least 25% of the principal amount and any share premium must be paid at the time of incorporation. Payment of the share of capital remaining due must be made under the conditions laid down in the company`s articles of association. The period for payment of contributions in kind may not exceed five years after the formation of the company or its decision to increase the capital. Since 2003, Spain has had a special form of company, the new limited liability company (Sociedad Limitada Nueva Empresa (S.L.N.E.)). A maximum of five shareholders may be present at the time of incorporation and shareholders must be natural persons.
The liability of shareholders is limited to their contributions. A minimum capital of € 3,012.00 and a maximum capital of € 120,202.00 are required. If the upper limit is exceeded, the S.L.N.E. is converted into S.L. The vast majority of new companies in Spain are now limited liability companies (SL). Spain streamlined the process of creating a sociedad limitada with standard statutes using an automated platform called CIRCE. The original law was passed in 2003 (SLNE (sociedad limitada nueva empresa), although it took many years to find a notary willing to handle it. A limited partnership (Sociedad comanditaria simple) consists of two or more partners. A limited partnership needs a general partner (socio colectivo), who is fully responsible for the debts of the partnership, and a limited partner (socio comanditario), who has limited liability for the debts of the partnership.
Minimum capital is not required. It is constituted by means of a notarial deed and the registration of the company, by which the company acquires its own legal personality. The two main legal forms that the Spanish SPV can take are either a limited liability company (“sociedad limitiada” or “SL”) or a joint-stock company (“sociedad anónima” or “SA”). The two companies have a number of notable differences: a foreign individual can set up a company in Spain.