Business Structures in Spain: A Comprehensive Analysis

Classified in Economy

Written on August 13, 2025 in English with a size of 5.67 KB

Understanding Business Structures in Spain

Single Member: Operated by one individual.
No Minimum Capital: Does not require a specific initial capital contribution.
Income Tax: Subject to personal income tax.
Liability: Unlimited personal liability.
Social Security: Generally registered under the self-employed (Autónomo) social security scheme.

Minimum 2 Partners: Formed by at least two individuals.
No Minimum Capital: Does not require a specific initial capital contribution.
Income Tax: Partners are subject to personal income tax, proportional to their share.
Liability: Partners have unlimited personal liability.

Minimum 2 Members: Requires at least two members.
No Minimum Capital: Does not require a specific initial capital contribution.
Income Tax: Subject to corporate income tax.
Liability: Members have unlimited personal liability.
Partner Types:
- Industrial Partners: Contribute work, services, or activities.
- Capitalist Partners: Contribute money or assets.

Minimum Capital: €3,000.00 (fully subscribed and disbursed at incorporation).
Taxation: Subject to Corporate Income Tax.
Liability: Partners' liability is limited to their capital contribution.
Capital Division: Capital is divided into shares (participations).
Share Rights: Partners have a prior right to purchase shares. Shares cannot be publicly traded.
Profit Distribution: Members participate in company profits through dividend distribution. More participations generally mean more dividends.

Minimum Capital: €60,000.00 (at least 25% must be disbursed at incorporation).
Taxation: Subject to Corporate Income Tax.
Liability: Shareholders' liability is limited to their capital contribution.
Capital Division: Capital is divided into shares (acciones).
Share Rights: Shares can be publicly traded.

Minimum Members: At least 3 members (2 of whom must be working members).
Minimum Capital:
- SLL: €3,000.00
- SAL: €60,000.00
Taxation: Subject to Corporate Income Tax.
Liability: Limited to capital contribution.
Member Status: All working members are employees.
External Employee Limit: Employees who are not members cannot account for more than 15% of the total hours worked.
- Exception: For companies with fewer than 25 workers, this limit can be up to 25% of total hours.
Capital Ownership: Working members must collectively own at least 51% of the capital.

Important Note: This structure involves significant personal liability.

Minimum 2 Members: Requires at least two members.
No Initial Capital: Does not require a specific initial capital contribution.
Partner Types:
- Collective Partners: Have unlimited, subsidiary, and joint & several liability for company debts. This means creditors can pursue personal assets, and one partner might be liable for the entire debt, with the right to claim from others.
- Industrial Partners: Contribute work, services, or activities.
Social Security: All partners are generally registered under the self-employed (Autónomo) social security scheme.

Capital Disbursement: For certain company types (e.g., SA), subscribed social capital must be fully disbursed, with a minimum percentage (e.g., 25%) paid for each share at incorporation.
Shareholder Control: Shares represent equal parts of social capital. A person holding 51% or more of the shares typically controls the company and dictates majority decisions.
Social Security for Working Partners: While the general social security system for partners is often self-employed (Autónomo), if partners are also employees (trabajadores) of the company, they may need to be registered under the general social security scheme.

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