Business
Spain — Business: Limited Company (Sociedad Limitada)
Since Ley 18/2022 (Crea y Crece), the minimum share capital of a Spanish sociedad limitada (SL) is one euro, expressed in euros; the former €3,000 minimum and the 'formación sucesiva' regime were removed. While an SL's capital is below €3,000, at least 20% of profit must go to the legal reserve until the reserve plus share capital reaches €3,000, and on liquidation, if assets are insufficient, the partners are jointly liable for the difference between €3,000 and the subscribed capital. A June 2023 resolution of the Dirección General de Seguridad Jurídica y Fe Pública applies the same protective rules to companies that reduce capital below €3,000. Incorporating with at least €3,000 avoids those rules. Check the consolidated Ley de Sociedades de Capital for the current text.
Key facts
- The minimum share capital of an SL is €1, expressed in euros (Ley 18/2022); the earlier €3,000 minimum was removed.
- While capital is below €3,000, at least 20% of profit must go to the legal reserve until reserve plus capital reaches €3,000.
- On liquidation, if assets are insufficient, partners are jointly liable for the difference between €3,000 and the subscribed capital.
- The same protective rules apply to companies that reduce capital below €3,000 (DGSJFP resolution of 13 June 2023).
- Capital of at least €3,000 avoids the reserve and liability rules.
Common mistakes
- Incorporating with €1 and distributing all profit — 20% must go to the legal reserve until capital plus reserve reaches €3,000.