Do I need a lawyer or advisor for the incorporation of my limited liability company?
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The members of a limited liability company have the responsibility to comply with the terms established in the articles of association, contribute their agreed capital, participate in business decisions, and respect the applicable laws and regulations. However, their responsibility is limited to the capital they have contributed and they are not personally responsible for the debts and obligations of the company.
The minimum capital required to constitute a limited liability company is 1 euro, after the last modification of the law of capital companies.
"Limited Liability Companies (SL) are ideal for small and medium-sized enterprises with few partners, family businesses, or professional partnerships. These business structures do not require investing large amounts of money in initial capital. On the other hand, Public Limited Companies (SA) are better suited to activities that require a greater number of partners to raise a more significant capital. Furthermore, SA companies offer greater flexibility in terms of partner mobility.
The requirements to form a limited liability company are the contribution of share capital, the designation of a registered office, the company name, the election and appointment of a management body, as well as the contribution and subscription of the share capital; all of this will be reflected in the deed of incorporation of the company, in addition to providing the articles of association by which the company will be governed.
A limited liability company is a form of business entity that combines characteristics of a partnership and a sole proprietorship. It is characterized by having limited liability, which means that the partners are not personally responsible for the debts and obligations of the company beyond their capital contribution.
Through the CIRCE system (Center for Information and Network for Business Creation), the formation of a Limited Liability Company can be completed in approximately 7 business hours from the start of the procedure.
The process includes:
- Reservation of the name in the Central Mercantile Register
- Opening of a bank account with the share capital
- Granting of the notarial deed
- Registration with the Spanish Tax Agency and settlement of taxes (exempt from Stamp Duty on Property Transfers and Documented Legal Acts)
- Registration with Social Security (if applicable)
- Registration in the Mercantile Register
This timeframe is possible because all the involved organizations are connected electronically through the DUE (Single Electronic Document).