In the article «¿Autónomo o Sociedad?» (you can click on the title in case you haven’t read it yet), we talked about which was better, becoming self-employed or setting up a company? If you opted for a company, this article is of interest to you, we will talk about the 7 types of companies you can set up in Spain and their main characteristics.
Sociedad Limitada (limited liability company)
This company is characterized by, as its name suggests, limiting the liability of its partners to the capital contributed, which is an advantage against possible future debts that may arise since the partners would not have to respond with their own assets.
Another advantage is that the minimum capital is €3,000, which is why it is the company most commonly used by small and medium-sized companies, and because it can be created by a single person, a single-member limited liability company (which we will detail in the end).
One thing to bear in mind is that the transfer of shares is not completely free, because the partners have a right of first refusal over each other when the shares are sold.
Sociedad Anónima (public limited company)
The main characteristic of this type of company is that, unlike the previous one, the transfer of shares is free and no authorization is required.
The liability is also limited to the capital contributed and can be created with only one partner.
Before thinking about creating a corporation, it is necessary to consider whether we can afford the high investment required for this type of company since the initial investment is €60,000.
Sociedad Laboral (workforce owned company)
This type of company can be a «Sociedad Limitada» (limited liability company) or «Sociedad Anónima» (public limited company), in which the majority of the share capital is owned by the workers who provide personal and direct paid services.
It should be emphasized that no shareholder may hold more than one-third of the share capital and that the number of hours worked by permanent workers who are not shareholders may not exceed 49% of the hours worked by workers who are shareholders.
This type of company is mainly used in the industrial or service sector with companies in insolvency.
Sociedad Colectiva (business partnership)
The members of this company agree to contribute work and capital. One advantage of this type of company is that no minimum capital is required to set it up, but the liability is unlimited. This type of partnership used to be common among married couples and family businesses but is less and less used.
Sociedad Comanditaria (limited partnership)
A peculiar feature of this type of company is that it has two types of partners, general partners, and limited partners. They differ from each other because the liability of general partners is unlimited, while limited partners are limited to the capital contributed. In this type of company, there must be at least two partners.
It is a fairly flexible type of company and has no minimum initial capital.
Sociedad Cooperativa (cooperative society)
Several people freely associate to develop a company. They will operate in a democratic way, making decisions among all the members.
There are two types of cooperatives: first and second degree. In the first type, there will be at least 3 members. In second-degree cooperatives, two cooperatives join together to form one cooperative.
The minimum capital is fixed in the statutes of the cooperative and the liability is limited to the capital contributed; if a member leaves the cooperative, he/she is liable for debts for up to 5 years.
Sociedad Limitada Unipersonal (single-member limited liability company )
Lastly, we talk about the special case in which a single person decides to set up a company. In the article written by our lawyer Marta Marina on «La Unipersonalidad Sobrevenida,» you will find more information on this special type of company. To summarise briefly, a «Sociedad Limitada Unipersonal» is a company in which 100% of the share capital is owned by a single person, whether natural or legal.
After seeing the 7 types of companies that you can set up in Spain, you will already have an idea of what type of company you are most interested in.
At Moya&Emery we have a team of specialists in company law and commercial law who will be able to help you draw up the perfect strategy for your company and help you register your company in the Spanish Registro Mercantil with the company that best suits your circumstances.
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