In Spain, as in any  other country, the effects of the pandemic have been felt in practically all sectors of the economy. To counteract them, the Spanish Government launched the Recovery, Transformation and Resilience Plan, financed with funds from the European Union for an amount of 170,000 million euros to undertake 212 large investments and reforms aimed at directing the Spanish economy towards a model based on digitization and ecological transition. Meanwhile, the economy is advancing, slowly but gradually, to the point of forecasting a growth of 6.5% in the Gross Domestic Product (GDP) for the current year, and, in the specific case of Madrid, of 8.1% for the same period.

As part of the recovery process, the Ministry of Economic Affairs and Digital Transformation has made public a bill for the creation and growth of companies, whose objetive is twofold: on the one hand, to facilitate the creation of new companies; and on the other, to eliminate the obstacles they face in their growth, whether regulatory, financial or administrastive. In this context, it is worth highlighting the measures aimed at: a) modifying the existing regulations to constitute a limited liability company (“sociedad de responsabilidad limitada”); b) eliminating the existing barriers to the market unity; and c) introducing new regulations for crowfunding.

The first of these measures, relating to the setting up of a limited liability company, foresees replacing the requirement of 3,000 euros of minimum share capital with the minimum amount of 1 euro. But in order to safeguard the interests of potential creditors, the bill incorporates two rules: the allocation of the profit to a legal reserve until the sum of the latter and the share capital go up to 3,000 euros; and, in the event of the liquidation of the company, provided that its assets are insufficient, the jointly and severally responsibility of the shareholders to cover the difference between the amount of 3,000 euros and the subscribed share capital.

In addition to reducing the capital of limited liability companies to 1 euro, the bill expedites the setting up of this type of companies by submitting online the Single Electronic Document (DUE) to  the Information Center and Business Network for the Creation of Companies (CIRCE), dependent on the Ministry of Industry, Commerce and Tourism. When doing business in Spain, both Spanish and Foreign investors tend to resort to the most widely used formula, which is precisely that of limited liability company, hence the importance of this reform. Through it  they can not only reach the Spanish market, but also a much broader one, that of the 27 member States of the European Union.

Antono Viñal

Lawyer