Entrepreneurs arrive to our offices in Marbella, Málaga heart of the Costa del Sol with the wish to set up a limited liability company in order to start a new activity in Spain.
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In some cases, we advise such clients that a limited liability company in Spain is constituted with a minimum share capital of three thousand euros, and that this contribution can be made through both monetary and nonmonetary contributions.
The monetary contributions must be deposited in a bank branch that certifies that in that entity, in the name of the company in constitution, has been deposited the amount of three thousand euros (or another amount agreed upon by the partners) as a monetary contribution for the subscription of the capital share of the future company. Finally, the notary authorising the Constitution Deed of the company incorporates that bank certification to the deed. Sometimes, the banking entities block the account in which the capital share has been deposited until the registration of the company at the corresponding Mercantile Registry is completed, with the consequent impairment for entrepreneurs that they cannot make use of this capital share until the company has been definitely registere.
Changes in Spanish Law at the time of the constitution of a Spanish S.L. company.
Well, as of 31 December 2018, through Law 11/2018 of 28 December, which modifies the Commercial Code, the revised text of the Capital Companies Law and the Auditing Act, there has been an interesting change in the means of proving the reality of the contributions of the share capital.
As of the entry into force of this law (31 December 2018), it will not be necessary to prove the reality of the monetary contributions if the founding partners state at the time of granting the Constitution Deed in front of the notary that they will be jointly and severally liable towards the company and against the social creditors of the reality of these contributions. That is to say, it would not be necessary to incorporate the bank’s certification of the contribution of the capital share to the Deed of incorporation of the company.
There are two important points to this regulatory amendment. First, the modification refers only to limited liability companies, not to corporations/public limited companies. And second, capital increases are not included in the legal modification.
If you have any doubts about the above and/or wish to start a new business in Spain, contact Welex lawyers, accoutants and economists. They will answer all your queries.
Welex, your English speaking lawyer and accountant in Spain and under one roof, not only happy to provide advise with regards to the constitution of a Spanish company but being as well the tax representators and accountants of numerous companies in Spain.