The Spanish Congress of Deputies passed the Draft Bill for the Creation and Growth of Companies (“Create and Grow Act”) on 30th June with the object of facilitating the creation of new companies and reducing the obstacles faced in their growth. To this end, the Create and Grow Act incorporates measures to speed up the process of creation of companies, mitigate commercial arrears, eliminate legal obstacles to economic activities and promote alternative business finance instruments.

With regard to measures to stimulate the creation of companies, Chapter II of the Create and Grow Act incorporates two important developments:

I. Reduction of the minimum amount of capital for the creation of limited liability companies to 1 Euro.

  • Article 4 of the consolidated text of the Spanish Companies Act (Ley de Sociedades de Capital – LSC) is modified to reduce the minimum amount of capital for a limited liability Company from 3.000€ to 1€. Thus, Spain will follow the example of countries like the United States, Japan, China, United Kingdom, France, Portugal or Italy, among others, where no minimum amount of capital for the incorporation of a limited liability company exists.

That said, the Create and Grow Act establishes that while the capital of limited liability companies is below 3,000 Euros, the company must allocate an amount equal or higher than 20 per cent of profits to legal reserve until legal reserve and capital together amount to 3,000 Euros. *

Likewise, in the event of liquidation of the company, if the company’s equity is insufficient to meet the payment of the company’s obligations, the partners must be jointly and severally liable for the difference between the amount of 3,000 Euros and the amount of the jointly subscribed capital.

  • Article 4 bis of the LSC is deleted and the sequential formation companies regime is eliminated.

II. Incorporation of companies by electronic means.

  • In order to encourage the creation of companies in a quick and agile manner and at the lowest possible cost, the Create and Grow Act incorporates measures to promote the use of the Information Centre and Network for the Creation of Companies (Centro de Información y Red de Creación de Empresas – CIRCE), an electronic processing system, and the Single Electronic Document (Documento Único Electrónico – DUE). These measures will allow the incorporation of companies entirely online, greatly reducing the time and cost of their creation, to the extent that a limited liability company could be created within 24 hours if standardised instruments are used for this purpose (article 5. Two of the Create and Grow Act).

Among other measures, it is worth highlighting that notaries and intermediaries who advise and participate in the creation of limited liability companies or cooperatives are obliged to inform the founders of the advantages of using the Entrepreneur Service Points (Puntos de Atención al Emprendedor – PAE) and the CIRCE.

Likewise, notaries are obliged to be available in the Notarial Electronic Agenda and ready to carry out the incorporation of companies through CIRCE, and may not reject any incorporation procedure initiated through said system.

Notwithstanding the above, the reform of the CIRCE will not be completed until the Directive (EU) 2019/1151 of the European Parliament and of the Council of 20th June 2019 is transposed to our legal system. Only once said transposition is completed, will it be possible to incorporate companies entirely by electronic means through the CIRCE.

 

 

Joan Lluís Rubio

Vilá Abogados

 

For more information, please contact:

va@vila.es

 

16th of September 2022