Sociedad de responsabilidad limitada (Spain)

The Sociedad de responsabilidad limitada ( SL ) is a Spanish corporation and corresponds roughly to the GmbH under German law. The SL is regulated in the LSRL ( Ley de Sociedades de Responsibilidad Limitada - Law of Limited Liability Companies) of 1953. Even then, the law was very much based on German GmbH law . This parallelism has been preserved to this day, also in jurisprudence and jurisprudence . There are, however, some significant differences.

founding

The share capital required for the establishment is 3,006 euros. There are also legal and notary fees. The establishment takes place with a Spanish notary by the signing of the articles of association by the partners . Subsequent entry in the Spanish commercial register gives the SL its full legal capacity.

Between 4 and 8 weeks or more can elapse from foundation to registration, depending on the time of year and the capacity and burden of the relevant authority. During this period, the share capital is blocked. However, the SL is already legally capable of acting to a certain extent, there is a founding company , the so-called SL en constitución or SL ec for short

In order to accelerate the establishment, a stock SL can be bought from a specialized company as an alternative to a new establishment. (Shell company). Here, the buyer must make sure that this was already doing business before the takeover, because any hidden debts are automatically taken over, even if they were not known to the buyer when the takeover.

Important documents of the SL

Escritura notarial de constitución (Notarized document of registration)
Libro-Registro de socios (Register of Partners)
Libro de actas (record book)
Libros contables (ledger books)

Tax treatment of the SL

The seat of the SL can only be in Spain. The company's taxes are generally payable in Spain according to Spanish law. The possibility of deducting business expenses is much more generous than under German law. After the entry in the Spanish commercial register, the SL receives a Spanish tax number ("CIF"). In addition, the SL can apply for an international tax number; under certain conditions, this makes it possible to conduct business with certain European countries without VAT.

Managing Director and Liability

One or more managing directors are appointed to manage the business and to represent the company externally. The rules for the directors' liability are less strict than under German law. However, if the administrator and / or shareholder can prove that he has delayed bankruptcy or criminal acts that lead to bankruptcy of the company, administrators (managing directors) and / or shareholders can also be held jointly and severally liable with business and private capital. (Art. 133 LSL)

Branches

According to the rules on the European freedom of establishment , a Spanish SL can open a subsidiary in any country of the European Union (however, this usually makes it taxable there). There is no obligation to prove that she is also active at the location of the branch. If only a representative office and no branch is opened, there is usually no tax liability at the location of the representative office. However, it must be ensured that the representative office is not viewed as a branch by the tax authorities.

Others

With a SL it is possible to bypass the German mastery requirement.