Business
Capital companies, the Commercial Registry and notarised incorporation
Business is dominated by the sociedad limitada (SL) and the sociedad anónima (SA), governed by the Capital Companies Act. Incorporation runs through a notarial deed and registration at the Commercial Registry, with insolvency handled by the consolidated Insolvency Act.
Key rules
- An SL requires a minimum capital of EUR 3,000; an SA requires EUR 60,000, at least a quarter paid up.
- Company formation is effected by public deed before a notary and then registered at the Registro Mercantil.
- Directors owe duties of diligence and loyalty and can be personally liable for failing to act on insolvency.
Governing law
- Capital Companies Act (Ley de Sociedades de Capital)
- Insolvency Act (Ley Concursal)
In practice
A tax identification number (NIF) and, for foreign investors, a foreign-investment declaration are practical prerequisites to trading.