A limited liability company (SL) is incorporated by public deed before a notary, which is then registered with the Commercial Register; on registration, the company acquires legal personality. Since Law 18/2022, the minimum capital is one euro, although special rules apply until it reaches €3,000. Shareholders are not personally liable for the company’s debts.
In brief
- Minimum capital: one euro, fully paid up when the deed is signed.
- Below €3,000: a reinforced legal reserve and limited joint liability on liquidation.
- Deed before a notary and registration with the Commercial Register within two months.
- With CIRCE and a standardised deed, initial registration can be done within six working hours.
Share capital: from one euro
Under Article 4 of the Capital Companies Act , the capital of an SL cannot be less than one euro. Until it reaches €3,000:
- At least 20% of profits must be allocated to the legal reserve until the reserve and the capital together reach €3,000.
- If the company is liquidated and its assets are not enough to pay its debts, the shareholders are jointly liable for the difference between €3,000 and the subscribed capital.
The shares must be fully subscribed by the shareholders and their nominal value paid up when the deed is executed (Article 78). An SL can be set up by two or more people or by one person alone, as a single-member company (Article 19).
The steps
- Company name: it cannot be identical to that of an existing company (Article 7), so it is checked and reserved in advance.
- Articles of association and deed: the deed sets out, at least, the identity of the shareholders, the intention to form the company, the contributions and the numbering of the shares, the articles of association and who initially manages and represents the company (Article 22).
- Signing before a notary: incorporation requires a public deed (Article 20).
- Registration: the founders and directors must file it with the Commercial Register within two months of signing and are liable for any damage caused by failing to do so (Article 32). On registration, the company acquires legal personality (Article 33).
The fast track: CIRCE and a standardised deed
Law 14/2013 allows an SL to be incorporated with a standardised deed, using the Single Electronic Document (DUE) and the electronic system CIRCE, from an Entrepreneur Service Point (Article 15). Without standard articles of association, the registrar initially registers the company within six working hours, with the basic details, and the final registration is made within five days; the Tax Agency is then notified for the definitive tax number (NIF) (Article 16).
Shareholders’ liability
In an SL, the capital is made up of the shareholders’ contributions, and they are not personally liable for the company’s debts (Article 1.2). The most relevant exception when setting it up is capital below €3,000 on liquidation, explained above.
How we help you
We advise you on whether an SL suits you, draft tailored articles of association (allocation of powers, entry and exit of shareholders, shareholders’ agreements), coordinate the signing with the notary and the registration, and complete the registrations with the authorities. We help entrepreneurs and companies from any country that want to operate in Spain, at our office or by video call. You can book your first consultation or learn about our service for company formation.
Legislation
- Royal Legislative Decree 1/2010, of 2 July, consolidated text of the Capital Companies Act (Articles 1, 4, 7, 19, 20, 22, 32, 33 and 78), amended by Law 18/2022, of 28 September.
- Law 14/2013, of 27 September, on support for entrepreneurs and their internationalisation (Articles 15 and 16).
This article is for information only and is not a substitute for advice on your specific case.