Company Law in Spain

The Commercial Code, the Corporations Law, the Limited Liability Companies Law and the Mercantile Register Regulations are the main sources for company law in Spain. Spanish corporate law was firstly modified by Law 19/1989, in order to introduce the relevant EU Directives. This legislation is referred to as the "Corporations Law". After the promulgation of Act 19/1989, the “Limited Liability Companies Law” enacted in 1995 and a year later, a new document established new Mercantile Register Regulations. In 2010, the new Capital Companies Act was approved, through the Royal Legislative Decree 1/2010. The most important changes in the Capital Companies Act refer to the minimum capital requirements for companies. This way, they became 3,000 EUR for limited liability companies, 60,000 EUR for public limited companies, 3,012 EUR minimum and 120,202 EUR maximum for new business private limited companies.

TYPES OF COMPANIES

Under the Spanish law, the sole proprietorship can be registered at the Spanish Corporate Registry with only one owner.  

A stock corporation or Sociedad Anonima (SA) is usually established for investments in major projects. The corporation must have a Board of Directors and a Shareholders’ General Meeting. 

The Limited Liability Company or Sociedad de Responsabilidad Limitada (SL) can be set up by one single founder, but it requires a minimum share capital of approx. 3,000 EUR, according to the Spanish corporate law.

Workers’ partnerships can be labour corporations or cooperatives. An entrepreneur can also choose to establish joint ventures in Spain.

OTHER RULES

In order to acquire legal status and start any type of business in Spain, you need to follow some stepd towards the registration. First of all, the Spanish company law states that one should have a certificate from the Central Commercial Registry confirming the company’s name registration. Before depositing the initial capital into a bank account, you should apply for a tax identification code. With the proofs of all the actions above, you should now go to the Corporate Registry office and proceed with the company registration, together with the tax registration at the Spanish Tax Office.

When it comes to hiring employees, the Spanish law provides different types of employment contracts, but no matter the residency, employees benefit from the same working conditions, dismissal indemnities, maternity leave options. It is important to know that you must register your employees at the Social Security General Treasureship and within ten days, you must also register their contracts at the Spanish Institute of Employment.

 BridgeWest offers company formation in Spain, including virtual office and other related services.