What is it?

The constitution of a limited company (S.L.) is the act by which one or more people create a company with its own legal personality to develop an economic activity. The company acquires legal personality independent of that of its partners, who, in general, are not personally liable for corporate debts beyond their contributions to the capital. The limited company is the most used legal form for small and medium-sized companies, professionals and family businesses due to its organizational flexibility and the limitation of the liability of the partners.

What documentation should I provide?

• Valid official identity document.
• Negative certification of company name issued by the Central Commercial Registry.
• Data relating to the registered office, including the cadastral reference, corporate purpose and capital of the company.
• Social bylaws, which may be drafted by the notary.
• Justification of the contributions of the partners. If the contribution is in cash, the bank certificate is necessary.

What procedures does the notary carry out?

Before signing. The notary reviews the documentation, checks the identity and capacity of the partners, advises on the content of the statutes, verifies the corporate name and prepares the deed of incorporation adapted to the characteristics of the company.

After signing. The notary can process electronically the obtaining of the provisional NIF, present the deed for registration in the Commercial Registry and make the necessary communications with the public Administrations. Once the company is registered, the definitive NIF can be obtained and the activity can fully begin.

Useful information

Before establishing a company, it is advisable to adequately define the distribution of shares, the administration system and the internal operating rules. A good initial approach can avoid conflicts between partners in the future.

FREQUENTLY ASKED QUESTIONS

• Can a single person form a limited company?
  • Yes. The company can be established by a single partner (single-member company) or by several partners.
• Is it necessary to contribute money when establishing the company?
  • Not necessarily. Contributions may be monetary or consist of assets or rights susceptible to economic valuation.
• Do the partners respond with their personal assets?
  • No. The liability of the partners is limited to the contributions made to the share capital, without prejudice to the exceptions provided by law.
• What is the difference between a limited company and a labor limited company?
  • The labor limited company is a special type in which the majority of the capital belongs to workers with an indefinite contract who provide services in the company itself and is subject to specific regulations.