One of the key steps for setting up a business is a legal choice of the company to be. It is very important to know all the possible types of companies in SpainIn order to identify what is the best for the type of business.
Individual entrepreneur or Standalone
It is one of the most common forms of constitution Business. It is usually associated with self-employment where the individual performs on its own economic or professional activity for profit or not employing workers. The main feature of this Type of company It is the total control company by the owner. That is, this is who makes all management decisions and administration as it sees fit.
It is more targeted to small businesses and has fewer steps and bureaucracies to exercise the activity of the other existing legal forms.
For the opening of this Type of companyIt is not necessary minimum capital or make an initial investment. Here, the personal assets and business assets are merged. Similarly, the onus is entirely on the owner, this being who answers the debts incurred by the company.
Individual entrepreneur with limited liability
This form of constitution company follows the same basis as set out in Autonomous, distinguishing itself by the limit of liability by the owner under certain conditions. Here, the residence of the entrepreneur is excluded from liability for debts brought about the commercial activity of this as long as certain requirements are met.
Thus, the owner responds to debts with all types of assets other than your home, since you do not have a value greater than € 300,000. This limitation of liability includes only commercial activities, that is, if debts are generated related to other areas, this property is not protected.
The main advantage of these types of companies in Spain It is that the entrepreneur may limit its responsibility towards future ace of the business debts. So it is a good option for small businesses.
Community goods
It is Type of company It is when the ownership of property or rights belong to several people. This will be essential to the common commercial activity and thus for the generation and distribution of economic value.
It is the most basic form of association between autonomous. We need at least two partners to its constitution and there is no minimum capital required as there is no minimum contribution to the community. You also need a detailed agreement on the nature of the contributions and the percentage that each partner has in profit or loss of company. Thus, liability is unlimited and joint. That is, the community will respond to debts with their assets and, if not sufficient, to the personal property each member.
Civil society
Estes types of companies in Spain consist of a contract between two or more partners who share money, goods or work, service or activity in general, in order to split profits among themselves. For the opening there is no minimum capital required and the name of this must be accompanied by SC acronyms (Civil Society).
The liability of the partners is unlimited and personal, that is, they respond with the assets of the company. However, if not enough to pay the debt, your personal property will be involved. These partners can also be capitalist or industrial, with the former contributing goods or money. On the other hand, the latter contribute labor or industry to society.
Civil society can present two forms, public and private. In public, this company It consists of a public document before a notary that gives it a legal personality while in private, there is no legal personality being assigned only produced a private document between the partners of this.
Limited liability company (SL)
It is a society where liability is limited to the subscribed capital, as indicated by name. This capital consists of contributions from all partners companyDivided into social, indivisible and cumulative. Moreover, it can only be subscribed assets and rights that can be valued economically, thus excluding works and services.
The minimum number of members required is being awarded the title of Company Limited Unipessoal and they do not personally answer the debts acquired by company.
The name of the company must include the word Limited Partnership, Limited Liability Company or its SL and SRL abbreviations, respectively. Another rule to comply with is that there can be adopted a name that already exists. Thus, Commercial register Central should make sure that the chosen award does not coincide with that of another company existing.
The minimum share capital of this type of company is € 3,000. It must be divided into the shareholdings of its members, but these do not have to be the same (and consequently, give rise to different percentages of votes for them). These monetary contributions made in the act of incorporation or in the capital increase must be certified by the notary.
The limited liability company is established by public deed which will describe the methods of administration and organization to be followed initially as well as the identification of partners and their contributions. Any change in the company or transfer of shares must be formalized through a public document.
There are two types of corporate bodies associated with this Type of company: The general meeting of members and administrators. The first consists of all partners through general meetings, enjoy the right to vote to decide certain issues. Since the latter is the executive body that carries out the daily management of the company and represents it to third parties and that those appointed to this position are appointed by the General Assembly.
Limited Society New Company
It is one of types of company in Spain similar to the Limited Liability Company in order to encourage the creation of new Business small and medium-sized facilitating their establishment and development of its activity.
The maximum number of members at the time of the company's constitution is five being possible that this is only composed of a single partner. The membership growth can be done through transfer of shares between them.
The name of this company is composed of the names of each of the partners, accompanied by a unique alphanumeric code, followed by the words Limited Society New Company or its abbreviation SLNE.
The minimum capital required is the same as a Limited Liability Company, 3000 €, with the difference that is a maximum of 120 000 €. This capital is divided into shares and the liability of each partner against possible debt is limited to the share capital held.
You can move to a Limited Liability Company in case the General Assembly agree with this decision and the statutes are able to do so.
Limited Liability Company Formation Successive
Estes types of companies in Spain They follow the same rules of a Limited Liability Company with a few quirks. Here, a minimum capital is not required, reducing the initial costs of setting up a company.
Because there is no minimum share capital, there are certain rules that must be met in order to ensure adequate protection to third parties. For example, in the case of liquidation of companyEither voluntarily or forced, the company's partners will be jointly responsible for the disbursement of the minimum capital set in the Law (3000 €) if the assets of company are insufficient.
Society loses the qualification of successive formation when their capital legal minimum reach € 3000, moment will become a Limited Liability Company.
Public limited company
It is a society destined for the participation of a large number of partners where the capital is divided into shares that can be freely transmitted, integrated by contributions from its members, which are not personally responsible for debts and limited by their level of contribution the capital of the company.
The name of this company must include the words Limited Company SA or its abbreviation. Another rule to comply with is that there can be adopted a name that already exists and that the Commercial register Central should make sure that the chosen award does not coincide with that of another existing company.
The public limited company is established by public deed which will describe its statutes, the methods of administration and organization to be followed initially as well as the identification of partners and their actions. For the formation of these types of companies in Spain, at least one partner is required, thus receiving the name Sociedade Anónima Unipessoal. Your contributions to capital can be in cash, assets or economically valuable rights.
A minimum share capital of € 60,000 is also required, which will be divided into individual shares. At the time of incorporation, at least 25% of the minimum capital must be deposited and the remaining 75% within the term stipulated in the deed.
There are two types of governing bodies associated with this type of company: the general shareholders' meeting and the administrators. The former consists of all shareholders who, through general meetings, enjoy their voting rights to decide certain matters, while the latter represents the executive body that carries out the daily management of the company and represents it before third parties. appointed to this position are appointed by the General Assembly.
Collective society
It is a type of unlimited liability company where its partners answer unlimitedly and subsidiarily in relation to the company and jointly and severally with the social creditors. That is, the company acts and responds to third parties as a different person from its partners. However, in the case of debts, they will respond with their own assets if the company's assets are unable to cover the debt.
To open this company, no minimum capital is required and the minimum number of partners required is two, and they participate equally in the company. However, there are two types of partners: capitalist and industrial. In the first case, it refers to partners who hold company assets and whose functions go through management, they hold capital and labor and participate in its profits and losses. On the other hand, there are partners who hold only work and participate only in the profit of this company, not being responsible for its management or losses.
Limited partnership
There are two types of limited partnership: simple and share-based. The Sociedade Comanditaria Simples is made up of collective partners that contribute capital and labor and are jointly and severally liable for the company's debts and limited partners that hold capital and their liability is limited to their contribution. A minimum share capital is not required, but at least two partners are required to start this type of company.
Collective members, in addition to the aforementioned, have the right to participate in social management, the right to information and the right to participate in the profits of the company, while the limited partners are not entitled to participate in social management, but have the right to participate in profits and in administration.
The Sociedade Comanditaria por Valores is a commercial company where the capital is divided into shares, which will be formed by the contributions of its members. There are two types of partners: collective and limited-liability, with liability being unlimited for the former and limited for the others.
The collective partners respond personally and jointly to the company's debts and must be managers of the company. The limited partners do not have personal responsibility to the company, but participate in the organization of the company through the General Assembly.
The minimum capital required in this Type of company is 60 000 €, and at the time of its constitution it must be subscribed at 100% and disbursed at 25%. Contributions can be made by cash or otherwise.
Its constitution is made by public deed and its name must include the word Sociedade Comanditaria por Shares or its abbreviation “S. Com. By A ”.
Cooperative society
Estes types of companies in Spain they are made up of people who come together, in a regime of free membership and free exit, to carry out business activities in order to satisfy economic and social needs and wants, with a democratic structure and functioning.
Cooperatives can be 1st or 2nd degree. 1st grade students are formed by individuals or groups with the aim of satisfying common socio-economic interests, and they establish a business without forgetting the social aspect. These can be workers' cooperatives, agricultural cooperatives, transport cooperatives, health cooperatives, among many others. On the other hand, the 2nd degree are formed by other cooperatives following a federative principle.
In first degree cooperatives, the minimum number of members required is three, while in second degree cooperatives it is two. Their liability is limited to their capital held.
The minimum share capital required is established by the bylaws and must be fully disbursed at the time of its constitution. This capital is composed of the contributions of its partners, which may be mandatory or voluntary, with or without the right to reimbursement in the event of retirement. These contributions are effective and may or may not be of economic value, as defined by the bylaws or the General Meeting.
The name of this company must include the words Sociedade Cooperativa or its abbreviation “S. Coop ”. Another rule to comply with is that a name that does not already exist cannot be adopted. Commercial register Central should make sure that the chosen award does not coincide with that of another existing company.
After defining which of types of companies in Spain best fits the type of business in question, the entrepreneur can finalize the Company opening. In addition, it is also advantageous to know which support existing national, no future case specify.
