Spanish Private Limited Company (Sociedad Limitada)

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1.- Company’s overview
The SOCIEDAD DE RESPONSABILIDAD LIMITADA (SL) is a Private Limited Company that can engage, broadly speaking, in any kind of commercial or industrial business. However, it needs previous Administrative approval for certain activities such as, brokerage, investment management, banking, insurance and other financial related services.

Click here to learn the differences between a SL and the Sociedad Anonima “SA”.

Benefits of a Spanish SL include:

  • Attractive participation exemption regime.
  • Spain’s extensive network of Double Tax Treaties.
  • EU directives transposed into Spanish law (e.g. the EU/parent/subsidiary directive).

2.- Key data

  • Minimum of one Shareholder.
  • Foreign corporate or individual Shareholder is permitted.
  • Minimum of one Director. The Director need not be a shareholder unless otherwise stated in the by – laws.
  • A corporate entity, foreign or domestic, may act as a Director. Company Director must be represented by an individual.
  • Director information is available in the public record.
  • Minimum share capital: EUR 3,000 fully be paid-in.
  • Different classes of shares with different rights, such as profit sharing, redeemable preference shares and voting rights may be issued.
  • A SL may only issue registered shares.
  • Registered Office address must be in Spain.
  • Shareholder meetings can be held anywhere if the by – laws of the company allow for that. Unanimous consent resolutions may be used (“paper meetings”).
  • Audit is required when the company exceed, for two consecutive years, two out of the following thresholds:

a)      Total assets on or above     EUR  2 Millions
b)      Turnover on or above          EUR 5,7 Millions
c)      Average employees of more than 50

  • Audited annual financial accounts and annual return must be submitted to the Registrar of Companies in Spanish and is available to the public.
  • Shareholder information is disclosed in the Register of Commerce and is available to the public.
  • Incorporation takes approximately three weeks from the receipt of the capital and the due diligence documents.

If you want to know more about the process of incorporation of a Spanish Private Limited Company, please visit our post steps to set up a Spanish company.

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