On September 28th, 2022, Law 18/2022 on the creation and growth of companies was approved.
This law creates a new legal framework to promote and stimulate the creation of Societies in Spain. Its star measure is the constitution of limited companies with one euro of share capital.
The main novelties that this law incorporates are:
- Changes in the LSC
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- New minimum share capital of €1 for “Sociedad Limitada” (Spanish Limited Liability Company).
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Two requirements:
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- To allocate at least 20% of the profit to the legal reserve until the sum of this and the share capital is €3,000.
- In case of liquidation, if the assets are insufficient to cover all the obligations, the partners will be personally liable for the difference between €3,000 and the subscribed capital.
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- Special regime for companies whose share capital plus legal reserve does not reach €3,000.
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- Modifications in the regime of constitution of companies of Law 14/2013 (constitutions via CIRCE)
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- Its purpose is to promote the creation of companies in an easy and fast way, and at the lowest cost.
- Through the use of the electronic processing system CIRCE (Information Center and Business Creation Network) and the DUE (Single Electronic Document)
- Two possible company incorporation procedures: “fast” (art. 15) and “not so fast” (art. 16):
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- Similarities: exclusively for the incorporation of “Sociedad Limitada”, use of the CIRCE system and electronic processing, standardized deed of incorporation, voluntary.
- Differences: use of standard Company By-Laws (art. 15) or without standard Company By-Laws (art. 16). The standard Company By-Laws allow the information entered in the fillable fields to be processed electronically.
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- Measures against commercial criminality
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- New electronic invoices to reduce transaction costs and access information on payment terms
- Small and Medium Entities (PYMES) have a 24-month term to incorporate the digital invoice into their businesses.
- Incorporation of incentives for meeting legal payment terms
- It is established as a criterion to access public subsidies.
- Creation of a National Criminality Observatory for the monitoring and evolution of payment data and the promotion of correct practices.
- New electronic invoices to reduce transaction costs and access information on payment terms
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- Amendments to Law 12/2012 on trade liberalization measures.
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- New economic activities that are exempt from licenses, such as cleaning services, technical surveying services and custody, security and protection services.
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- Reinforcement of financing
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- New legal regime for crowdfunding platforms.
- Raising the investment thresholds per project from 2 to 5 million euros.
- New single individual investment limit per project for retail investors, that will be set as the highest of €1,000 or 5% of wealth (not including real estate and pension funds).
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Marina Drópez
24/02/2023
