Autonomous or Limited Company?
There are no master formulas, but there are economic, legal or image determinants that determine what type of company to choose when we decide to start a business. When it comes to starting a business, it is necessary to choose the legal form that best fits the needs of the new entrepreneur.
The law offers two clear options: acting as a self-employed or creating a partnership. Although in the latter case there are different types of legal forms, limited partnership is the most common, especially in the case of small entrepreneurs.
The truth is that in the last decade, the number of individual or self-employed entrepreneurs has fallen by 10%, while the number of newly created limited companies has stabilized at about 90,000 per year. There are no compelling reasons to choose one or another type of company, but there are general criteria that can be considered when creating a company. Here you can know more about how opening a business in Spain.
Limits of liability
In the case of the self-employed entrepreneur the responsibility is unlimited; That is, there is no difference between the commercial and personal assets. On the contrary, in limited societies, responsibility is limited to the capital contributed. Thus, when a company of this type declares bankruptcy, it responds only with the assets owned by the company, but never with those of its owners.
Financial resources you must have to opening a business in Spain
The limited company requires the disbursement of a minimum capital of 3006,00 €. At the time of granting a loan, the banks ask the partners to provide personal guarantees.
The way to tax fiscally is different in each of the legal formulas. Thus, self-employed entrepreneurs directly obtain the benefits of their business activity and have to tax in the IRPF. Meanwhile, the limited company must tax through the Corporation Tax.
In the first case, the rate of tax is 48%, in Corporate Tax is 35%, even in small companies is 30% for the first 210,000 euros. However, there are no significant differences in the deduction of expenses.
Number of promoters
Generally, when there is more than one partner when you want to opening a business in Spain, a company is usually formed, although there are limited partnerships, consisting of only one member.
Starting the activity as an individual entrepreneur is faster and easier than if you opt for a limited partnership, and sometimes it is the key factor to choose a type
Finally, the fact that a limited company is obliged to deposit its accounting data in the Mercantile Registry offers greater guarantees to customers and suppliers than an individual entrepreneur.
Obligations of the Autonomous
Whether it is industrial, merchant or professional, the individual entrepreneur is obliged to contribute to Social Security through the Special Regime of Self
Employed Workers. Certain liberal professions are exempt from paying this contribution, when their professional Association or Association guarantees this assistance coverage through an agreement with the Social Security.
The contribution to the Social Security to opening a business in Spain is established based on a basis that the Ministry of Economy and Finance publishes each year.
The worker must pay a monthly fee, which varies according to the chosen base. Thus, the greater the base, the more the quota will increase, which will also affect the amount of coverage offered by Social Security due to illness, incapacity for work and retirement.
If you decide on the Limited Partnership form, there are basically 2 options;
Option 1 - To constitute ourselves the society: in such case these are the steps that we must follow:
1.- Apply to the Central Mercantile Registry, the company name, (3 names are requested), after 15 business days of waiting, there are 2 possibilities:
• The Central Mercantile Registry accepts one of the three denominations that you have requested.
• The Central Mercantile Register denies the 3 denominations requested.
2.- Deposit of the Capital Stock in a bank (legal minimum required € 3,006.00) and request for the certificate of contribution of said capital, providing the Bank with the Certificate sent by the Central Mercantile Register to be able to open a company account under constitution.
3- Preparation of the Bylaws.
4.- With the bank certificate, the certificate of denomination and the bylaws can already be ordered time in Notary.
5- Signature of the deed of incorporation before the Notary.
6- With the deed of incorporation is filed the Model 036 of request of Provisional CIF in the delegation of Property that corresponds to him by social address of the company unless you request UD. By telephone CITATION Previous in the delegation of your taste.
The following Folios of Model 036 must be duly filled in:
• Folio 1,
• Folio 2B,
• Folio 3,
• Folio 8
This document must be:
• Signed by the Company Administrator
• Provide as a photocopy of the ID of the Administrator
• Provide a photocopy of the deeds of incorporation
In addition to stamping this template on its front page and assigning it a provisional CIF number, the Taxation Officer will provide you with a document "Provisional CIF Certificate".
With a copy of this document and a copy of the DNI of the Administrator and filling in a request form of labels will obtain a set of self-adhesive labels with their provisional fiscal numbering.
7- Presentation of Legal Acts in corresponding Tax Agency:
Fill in the 600 model corresponding to each autonomous community.
- Payment of the Corporate Constitution Tax; Documented Legal Acts, whose amount amounts to 1% of the share capital.
- Registration in the corresponding Tax Agency Registry.
8- Presentation in the Mercantile Register of the following documentation:
• Presentation of the Deed of Constitution
• Letter of payment from the Tax Agency
• Photocopy of the ID of the Administrator
• Photocopy of the Scriptures
According to what Companies Registry of Spain you present you must complete or not a form that if necessary the officials of the official body will help you to complete.
There is a provision of funds whose amount varies according to the community, which corresponds to the future entry in the BORME of the documentation provided.
After 15 working days, these registered records are recovered by paying an amount for their registration in the Commercial Registry.
9- It is presented at the Finance Department that corresponds to the company's registered office, model 036 of Finance.
In addition to stamping the template on the first page and assigning a provisional CIF number, the Finance Officer will provide you with a document "Certificate of Definitive CIF".
Option 2: Buy a limited company already constituted.