Comparing Business Structures: Spain

Individual Companies

• Members: 1
• Capital: Low
• Liability: Unlimited
• Registration: Not registered in the commercial register
• Decision-making: Employer/Manager
• Administrative Body: Entrepreneur
• Capital Transfer: Not applicable
• Taxation: Personal Income Tax
• Advantages: Less paperwork, quick decisions
• Disadvantages: Limited support, potential personal liability

Civil Society (Public and Private)

• Members: Minimum 2 partners
• Capital: Low
• Liability: Limited or unlimited
• Registration: Not registered
• Decision-making: Employers
• Administrative Body: Employers
• Capital Transfer: Not applicable
• Taxation: Personal Income Tax
• Advantages: Support, quick to assemble
• Disadvantages: Requires partner agreement, potential liability

Mercantile Collective Society

• Members: Minimum 2 partners
• Capital: Low
• Liability: Unlimited
• Registration: Must register
• Decision-making: Employers
• Administrative Body: Manager
• Capital Transfer: Only direct capital, not industrial or transferable
• Taxation: Corporate Tax
• Advantages: Established legal framework
• Disadvantages: Potential personal liability

Limited Partnership (Sociedad Comanditaria Simple)

• Members: Minimum 2 partners (1 general and 1 limited)
• Capital: Low
• Liability: Unlimited for general partners, limited for limited partners
• Registration: Must register
• Decision-making: Employers
• Administrative Body: General partners (lead management)
• Capital Transfer: Limited partners can transfer their part
• Taxation: Corporate Tax
• Advantages: Easier decision-making
• Disadvantages: Slow and expensive setup, some partners have unlimited liability

Actions

• Low capital
• Signed, no payment for TT time
• No capital transfer

Private Limited Company (Sociedad Limitada - SL)

• Members: Minimum 1 (Sociedad Limitada Unipersonal)
• Capital: Minimum €3,005.06
• Liability: Limited
• Registration: Must register
• Decision-making: General meeting of members
• Administrative Body: Administrators
• Capital Transfer: Can be offered to other partners
• Taxation: Corporate Tax
• Advantages: Limited liability, maintains family character
• Disadvantages: Slow setup

New Limited Company (Sociedad Limitada Nueva Empresa - SLNE)

• Members: Maximum 5 natural persons
• Capital: Minimum €3,005.06, Maximum €120,202
• Liability: Limited to contributed capital
• Registration: Must register electronically
• Decision-making: Entrepreneurs
• Administrative Body: Board of Directors
• Capital Transfer: Not free
• Taxation: Corporate Tax
• Advantages: Limited liability, streamlined for small businesses
• Disadvantages: Limited to 5 partners, restrictions on capital transfer

Public Limited Company (Sociedad Anónima - SA)

• Members: Minimum 1 (Sociedad Anónima Unipersonal)
• Capital: Minimum €60,101.21 (divided into shares)
• Liability: Limited
• Registration: Must register
• Decision-making: Shareholders' general meeting
• Administrative Body: Administrators (can be without partners)
• Capital Transfer: Free
• Taxation: Corporate Tax
• Advantages: Easy capital transfer, ability to raise capital
• Disadvantages: Slow setup

Worker-Owned Companies (Sociedad Laboral - SAL and Sociedad Limitada Laboral - SRLL)

• Members: Minimum 3 members and 4 permanent full-time workers, no member can have +33% stake
• Capital: SAL: Low; SRLL: Minimum €3,005.06
• Liability: Limited or unlimited (members decide)
• Registration: Commercial register and labor associations log
• Decision-making: SAL: Shareholders; SRLL: Partners
• Administrative Body: Administrators
• Capital Transfer: Can be offered to workers who are not yet partners
• Taxation: Corporate Tax, tax breaks
• Advantages: Tax benefits, social aspect, profit sharing
• Disadvantages: Slow setup

Cooperative (Cooperativa)

• Members:
  • First-degree: Minimum 5 individuals
  • Second-degree: Minimum 3 cooperatives
• Capital: Low, not required
• Liability: Limited (partners can choose)
• Registration: Must register in the cooperative registry
• Decision-making: General Assembly (one person, one vote)
• Administrative Body: Board
• Capital Transfer: Partners can freely join and leave
• Character: Decisions can be slow due to one-person-one-vote principle

Associated partners contribute capital and charge interest only. No member can hold +25% (first-degree) or +45% (second-degree) of capital. A 30% reserve fund is required for member education.