Sociedad limitada (SL, Spanish private limited company)

A sociedad limitada (SL) is the standard company form for small and medium businesses in Spain: a legal entity of its own whose capital is divided into shares called participaciones. The owners' liability is limited to what they contributed, so as a general rule their personal assets stay out of reach of the company's debts.

Since Law 18/2022 (the Crea y Crece law) an SL can be incorporated with as little as 1 euro of capital. There is a catch: until the legal reserve plus the capital reach 3,000 euros, at least 20% of each year's profit must go into that reserve, and if the company is wound up without enough assets, the owners answer jointly for the difference between 3,000 euros and the subscribed capital. If you are weighing registering as an autónomo against forming an SL, compare both in the guide autónomo or SL.

Day to day, an SL pays corporate tax on its profit rather than its owners paying IRPF on it, and it must keep full accounts under the Plan General de Contabilidad, certify its books, and file its annual accounts at the Registro Mercantil. You, as a partner who works in it, are paid a salary or dividends, and those do go through your own IRPF.

Typical mistake: using the company account as if it were yours. The SL's money does not belong to the partner: taking it out without a payslip, an invoice, or an approved dividend ends up as a debt to the company that you have to explain. In kontora double-entry bookkeeping keeps these movements apart, and returns are prepared box by box with deadline reminders.

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CIF (former Spanish company tax ID)

Capital social (share capital)

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