Business types in Spain

The vast majority of new companies in Spain now are limited liability companies (SLs). Spain streamlined the process of creating a sociedad limitada with standard bylaws, using an automated platform called CIRCE. The original law was passed in 2003 (termed an SLNE (sociedad limitada nueva empresa), though it took many years before one could find a notary willing to process it.

These days, it is rare to create a new Sociedad Anónima.

The following chart summarizes the different types of business entities.

FAQs:
Should I be self-employed or should I form a company in Spain?
What is the difference between a Sociedad Limitada (SL) and a Sociedad Anónima (SA)?

Articles:
Spanish ID numbers: NIE, CIF, VAT#
Doing business in Spain: tips for the business traveller
How to search for information about a company in Spain
Tips on corporate banking in Spain
Forming a joint venture
Foreign investment
Getting a business valuation in Spain
Tips on renting business premises in Spain
Use of a company credit card in Spain
Corporate taxes
Government offices in Spain, with links

What is the difference between a Sociedad Limitada (SL) and a Sociedad Anónima (SA)?

• An SL is similar to the British "Ltd" or the American "LLC", while an SA is similar to a corporation.
• Accounting:
  SL: Accounting for an SL is fairly simple, and in the first three years, you can apply for "simplified accounting".
  SA: Accounting for an SA is more complicated, and yearly auditing is required.
• Share Capital
  SL: Requires backing capital of 3000€.
  SA: Requires 60,102€, though only 25% of this needs to be deposited in the bank at the time of incorporation.
• Administration
  SL: There is wide flexibility regarding how the bylaws can establish the administrative organization (sole director, joint directors, board of directors). The duration of the director's position is indefinite in this case, unless there is a limit stated in the bylaws.
  SA: The bylaws must establish a concrete administration system. Any changes must be modified in writing. The duration of the directors' positions is limited to six years (with the possibility for re-election in equal periods).
• Bylaws
  SL: Flexible: The bylaws can contain certain variations from the legal regime.
  SA: Rigid: There are more limited possibilities of establishing variations to the legal regime.
• Non-monetary Contributions
  SL: Such contributions can be made without the necessity of a report by an independent expert.
  SA: Such contributions must be accompanied by a report from an independent expert.
• Share Transfers
  SL: The law establishes limitations with regards to the transfer of shares to third parties. These limitations can be expanded or reduced in the bylaws.
  SA: In principle, there is freedom of share transfers, although the bylaws can also establish additional requisites.
• Meeting of Shareholders
  SL: The meeting can be called by direct communication to the shareholders, if the bylaws allow it.
  SA: The call for a Meeting of Shareholders should be published in the Official Bulletin of the Mercantile Registry, as well as in the newspaper.
• Dissolution
  SL: If the shareholders agree to dissolve the company, it is not necessary to publish the agreement in the newspaper.
  SA: The agreement for the dissolution of the company should be published in the Official Bulletin of the Mercantile Registry and in the newspaper.

You might choose an SA:

• if you want to be able to sell stock or company bonds, or go public (IPO).
• as part of international estate planning.
• to establish a non-resident company in Spain.

Otherwise, you would choose an SL. Most companies formed are now SLs, and not only for small businesses.

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