Business Structures: A Comprehensive Guide to Company Types

Business Structures

Personalistic

• Sole Proprietorship: A natural person operates their own company through commercial, industrial, or professional activities.
• Members: 1
• Liability: Unlimited
• Capital: No minimum
• Formation: ID and voluntary registration in the Trade Register.

Kommanditgesellschaft (Limited Partnership)

• A personalist society where partners work collectively under unlimited joint liability.
• Members: 2
• Liability: Not illegal
• Formation: Deed, registration in the Commercial Register.

Collective Society (General Partnership)

• A society consisting of members with unlimited liability and limited partners with limited liability, participating in activities directed exclusively by commercial partners.
• Membership: 2
• Liability: Unlimited for collective members, limited for limited partners.
• Capital: No minimum
• Formation: Written agreement, registration in the Commercial Register.

Cooperativa Working Partner (Worker Cooperative)

• Provides jobs to its members through personal effort, directly or indirectly, via a common organization of production and services for others.
• Membership: 3
• Liability: Limited
• Tax: Special tax status
• Capital: No minimum
• Constitution: Public deed, registration in the Commercial Register, registration in the Cooperative Register.

Limited Company (Sociedad Limitada - SL)

• A commercial company whose capital is divided into equal, cumulative, and indivisible shares. These shares cannot be traded as negotiable stocks, and member liability is limited to the capital contributed.
• Partners: 1
• Liability: Limited
• Minimum Capital: 3,000
• Formation: Public deed, registration in the Commercial Register.

New Limited Company (Sociedad Limitada Nueva Empresa - SLNE)

• A simplified type of Limited Company designed for faster incorporation.
• Partners: 1-5
• Liability: Limited
• Capital: Minimum 3,000, maximum 120,000
• Formation: Public deed, registration in the Commercial Register.

Limited Company (Sociedad Anónima - SA)

• A company whose capital stock is freely transferable, with limited liability for its members regarding the company's debts.
• Partners: 1
• Liability: Limited
• Minimum Capital: 60,000
• Formation: Public deed, registration in the Commercial Register.

Labor Society (Sociedad Laboral - SAL or SLL)

• An SA or SL where the majority of the capital belongs to workers who provide services personally and directly under an indefinite working relationship.
• Membership: 3
• Liability: Limited
• Capital: SLL 3,000, SAL 60,000
• Formation: Public deed, registration in the Commercial Register, registration in the Labor Companies Registry.

Community Assets

• A contract where ownership of an asset or right belongs to several people proportionally.
• Members: 2
• Liability: Unlimited
• Capital: No minimum
• Formation: Verbal or written contract.

Civil Society

• A society where two or more persons agree to share money, property, or industry with the intention of sharing profits.
• Membership: 2
• Liability: Unlimited
• Capital: No minimum
• Formation: Verbal or written contract.

Who Can Build a Business?

Any natural or legal person with full capacity to operate.

Capacity Building

Allows one to hold rights and obligations (section 18).

Legal Capacity

Allows one to be a holder.

Example: A 16-year-old has knowledge but, until 18, lacks the capacity to lead and cannot vote.