- The limited liability company is a form of commercial company regulated by the Capital Companies Law
- The required share capital for this type of company may not be less than one euro.
- Create your company with Madrid Emprende
What is a limited society?
The limited liability company is a form of commercial company that is regulated by the Capital Companies Law.
According to said law, the name of the limited liability company must necessarily include the indication "Limited Liability Company", "Limited Company" or their abbreviations "SRL" or "SL".
One of the main characteristics of this type of company is that limits the liability of its partners to the capital they have contributed to the company. This means that the partners are not personally responsible for the debts and obligations of the company beyond their initial investment, a fact that protects the personal assets of their partners.
Minimum share capital
The capital of the limited liability company may not be less than one euro and it will be expressed precisely in that currency.
As long as the capital of limited liability companies does not reach the figure of three thousand euros, the following rules will apply:
- An amount at least equal to 20 percent of the profit must be allocated to the legal reserve until said reserve together with the share capital reaches the amount of three thousand euros.
- In the event of voluntary or forced liquidation, if the company's assets are insufficient to meet the payment of social obligations, the partners will be jointly and severally liable for the difference between the amount of three thousand euros and the amount of the subscribed capital.
Characteristics of a limited company
The main characteristics of a limited company are the following:
Number of partners
There must be at least one partner (single-person limited company) and there is no maximum, and they can be worker partners or capitalist partners.
Capital division
These companies divide their social capital into shares, owned by the partners and which represent their investment in the company.
Responsibilities
Partners have limited liability to the capital they have contributed to the business, which means they are not personally liable for debts.
Fiscal obligations
An SL must pay corporate tax and VAT.
Constitution
The constitution of an LLC must be done through statutes and public deeds signed before notaries. In addition, they must be presented in the Mercantile Registry detailing the contributions that each partner will make and the percentage that corresponds to each one.
You can establish it electronically at the PAE points.
Steps to follow
These are the steps to follow and requirements:
Negative certificate of company name
The name of the company must be registered in the Central Mercantile Registry, requesting the negative certificate of company name to confirm that no existing company with the same name.
Bank account
The second step is to open a bank account in the name of the company and make a minimum initial deposit, which in the case of a limited company is 1 euro. Once the deposit is made, the bank will issue a certificate that must be presented before a notary.
Statutes
The statutes are the set of rules that regulate the internal functioning of the company and that are integrated into the public deed of the constitution. The bylaws must contain specific minimum elements, from the corporate purpose to the company's administration system, among others.
Constitution before a notary
To formalize the constitution of the company, a public deed must be signed before a notary. Obtaining the deed implies presenting a series of documents, including the company's bylaws, the negative certification of the central commercial registry, a bank certification that accredits the monetary contribution to the social capital and the original DNI of each of the founding partners.
Procedures and taxes
Creating a company entails some obligations:
- Request for tax identification number (NIF)
- Registration in the economic activities tax (IAE)
- Census declaration (VAT)
Register in the Commercial Registry
The company must be registered in the Commercial Registry of the province where its registered office is located. The deadline to do so is two months from obtaining the deed of incorporation.
Obtaining the NIF
The last step is to obtain the definitive NIF, once the constitution of the company has been effectively registered.
Create your company with Madrid Emprende
If you want to create a limited company and have doubts, make an appointment at the Entrepreneur Unique Window (c/ Príncipe de Vergara 140) we will give you information about the steps and administrative procedures for creating companies and about aid, subsidies, bank credit lines and other resources available to support entrepreneurs.
If you want to create your company telematic form We are Punto PAE. We have seven Entrepreneurship Service Points (PAE). Specifically on the Entrepreneur Unique Window and in the business incubators in Carabanchel, Moratalaz, Puente de Vallecas, San Blas, Vicálvaro and Villaverde.
This is a space to establish a limited company electronically. Interested entrepreneurs only have to attend in person, making an appointment in advance.
There, accredited personnel will be in charge of completing the DUE (Single Electronic Document) with the data previously provided by the entrepreneur. Said DUE is sent to STT-CIRCE, the entity that will carry out all the subsequent procedures for the incorporation of the company. No need to use paper forms. The interested person should only go personally to the appointment with the notary.
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