There are many types of business structures in Spain – choosing the right one for you.
The most frequently found legal structures are:
Sole Trader/Sole Proprietor (Empresario Individual or Autónomo)
Partnership (Sociedad Civil)
Limited Liability Company (Sociedad Limitada/SL or Sociedad de Responsabilidad Limitada/SRL
Public Limited Company (Sociedad Anonima /SA)
New Enterprise Limited Company (Sociedad Limitada Nueva Empresa/SLNE)
Co-ownership (Comunidad de Bienes/CB)
This Article will look at various forms of Corporate Entities. Please refer to the following article for information on setting up as a Sole Trader
Partnerships (Sociedad Civil Particular)
This is a structure that has been used frequently in the past to quickly set up a business venture between two or more people, with no minimum investment required. However, in accordance with the changes in legislation the administration obligations for an SCP are now the same as a Limited Company, which does not make this option as interesting especially with unlimited liability.
Limited Liability Company (Sociedad Limitada/SL or Sociedad De Responsabilidad Limitada/SRL)
The Sociedad Limitada (SL) is the most common form of company in Spain and is similar to a limited company in other countries. The advantages of this sort of company structure is that there is a minimum of capital required (3000 euros either monetary or assets) and limited liability to the owners. The named Administrators and any shareholders working for the Company will have an obligation to register for monthly social security contributions.
Corporation Tax is 25% on profits and as from 1st January 2015 there has been introduced a lower tax rate of 15% for newly formed Companies in the first two years of trading.
The New Business Limited Company is a simplified form of the SL but has its own naming requirements. The company name must include one of the founder’s names and a registration number. It must also have the words SLNE or Sociedad Limitada Nueva Empresa. Also, there cannot be more than five shareholders at the start.
Public Liability Company (Sociedad Anomina/SA)
An SA corporation is the equivalent of a public limited company with a large minimum trading capital (minimum 60.121 euros). It is usually used by bigger companies with several shareholders and an obligation to comply with more strict administrative procedures. As like the SL all name Administrators and any shareholders working for the Company will have an obligation to register for monthly social security contributions.
C0-Ownership (Comunidad de Bienes/CB)
Similar to a partnership, this form of company is made up of two or more people who share ownership of a common property or the right to something. There is unlimited liability for each of the partners. A Comunidad de Bienes (CB) is relatively simple and quick to set up and there is no minimum financial investment. To create a CB, a partnership agreement (contrato de constitución) will need to be drawn up by the members (comuneros) stipulating the amount contributed by each partner.
The Canary Islands Special Zone (ZEC) is a zone with a low tax rate of 4% that was created as part of the Canary Islands Economic and Fiscal Scheme (REF) for the purpose of promoting the economic and social development of the Archipelago and diversifying its productive structure. This low rate of tax will apply on the maximum amount of income based on the number of jobs created. The ZEC stretches throughout the entire Canary Islands territory with certain unique conditions. For ZEC activities visit http://www.zec.org/wp-content/uploads/2016/05/Ingles-NACE-Febrero-2015.pdf
Other examples of activities:
Organization of conventions and trade shows
Travel Agencies and booking activities, excursions and tour operators
Technological platforms for reservations, experiences and overall computing activities
Call center and information
Consultancy, Human resources and Loyalty programs
Amusement and theme park
Therapeutic and Fitness activities, High performance training centers.
- It must be a newly-created company with its registered address and effective place of management within the geographical area of the ZEC.
- At least one member of the administration must reside in the Canary Islands.
- It must make a minimum investment of 100,000 euros (in Gran Canaria and Tenerife) or 50,000 euros (in the rest of the islands) in fixed assets related to the activity within the first two years, following registration in the ROEZEC.
- It is necessary to create, at least, five jobs (in Gran Canaria and Tenerife) or three (in the other islands) during the first six months following registration in the ROEZEC and this average must be maintained during the time that the benefits are enjoyed.
- It is necessary to conduct activities that are permitted in the ZEC.
Information by E.B.F Consulting S.L. E.B.F Consulting has been providing tax and accounting services to expatriates in Europe since 1999. Office is based in Lanzarote, Spain. Visit www.ebfconsulting.com for more details. Copyright © E.B.F Consulting 2017 All Rights Reserved