S.A. company in Spain: formation and differences with S.L
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S.A. company in Spain: formation and differences with S.L

Types of companies in Spain: Sociedad Anónima versus Sociedad Limitada

In Spain, the corporate landscape is dominated by two principal types of companies: the Sociedad Limitada (SL) and the Sociedad Anónima (SA). This article delves into the intricacies of the Sociedad Anónima, a widely used corporate form, by exploring its defining characteristics, key operational aspects, and how it contrasts with its counterpart, the Sociedad Limitada. Understanding these differences is crucial for entrepreneurs and investors navigating the Spanish business environment.

employers rolling gear wheels as metaphor of opening a sa in spain

What is a Sociedad Anónima (S.A.) in Spain?

The Sociedad Anónima, commonly abbreviated as S.A., is a type of public limited company that exists in several countries, including Spain. It is often used for larger business ventures and can serve various purposes, such as operating as a holding company or a stock corporation. In Spain, the S.A. is governed by the Spanish Corporations Law and can be formed by a single individual or multiple shareholders. One of its main features is the ability to distribute dividends among its shareholders.

The S.A. structure offers a range of options for business operations and investment strategies, details of which we will explore thoroughly in this article.

Looking to set up a Sociedad Anónima (S.A.) in Spain? Contact Lawants for expert legal assistance and ensure your business starts on a solid legal foundation. Let us guide you through every step of the process.

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SA vs SL in Spain: differences


When considering business expansion or establishment, the choice between a Sociedad Anónima (S.A.) and a Sociedad Limitada (S.L.) in Spain is one most entrepreneurs are faced with. Both have their unique features and are suited for different business needs.

Here are the main differences between these two types of spanish companies:

  • S.A.: Suited for larger business ventures with a higher capital requirement. It allows for public trading of shares and offers more flexibility in terms of ownership and investment options.
  • S.L.: Ideal for smaller businesses or startups, requiring less initial capital. It offers fewer complexities in terms of governance and is generally easier to manage. It is the equivalent of an LLC in Spain.

Let’s explore the differences in detail, to help you choose the most suitable company type.

Minimum share capital

  • S.A.: The minimum share capital required for establishing a Sociedad Anónima in Spain is €60,000, of which at least 25% must be paid up at the time of incorporation.
  • S.L.: For a Sociedad Limitada, the minimum share capital is significantly lower, standing at €3,000, which must be fully paid up upon incorporation.

Liability

  • S.A.: In a spanish Sociedad Anónima, the liability of shareholders is limited to the capital they have invested in the company. The board of directors, however, may be held liable for corporate debts under certain circumstances.
  • S.L.: Similarly, in a Sociedad Limitada, shareholders are not personally responsible for the company’s debts. Their liability is restricted to their contribution to the company’s capital. As with S.A., the administrative body could be liable for corporate debts in specific cases.

Shareholders

  • S.A.: A Sociedad Anónima can have a single shareholder or multiple shareholders, who can be of any nationality or tax residency. The shares are freely transferable and can be publicly traded, offering greater flexibility in ownership structure.
  • S.L.: In a Sociedad Limitada, the number of shareholders can also range from one to many, and there are no restrictions based on nationality or tax residency. A single-member version, known as Sociedad Limitada Unipersonal (SLU), is also available. However, the shares are not publicly traded, making them less liquid compared to those in an S.A.

Company ownership

  • S.A.: Ownership in a Sociedad Anónima in Spain is represented by shares, which can be publicly traded on the stock market. This allows for a broad and diversified ownership structure, making it easier to raise capital and attract investment.
  • S.L.: Ownership in a Sociedad Limitada is through participations, which are not publicly traded. This results in a more closed and stable ownership structure, generally more suited for small to medium-sized businesses.

Board of directors

  • S.A.: The governance of a Sociedad Anónima is typically overseen by a Board of Directors. While board members and the President can be tax residents of other countries, it is advisable for the Delegated Director to be a tax resident in Spain to ensure effective and real governance.
  • S.L.: A Sociedad Limitada can also have a Board of Directors or a single administrator. In the case of a single administrator, it is strongly recommended that the individual be a tax resident in Spain to meet the increasing requirements for effective and real governance.

Non-monetary Contributions

  • S.A.: In a Sociedad Anónima in Spain, non-monetary contributions such as property or intellectual property are permissible but must be assessed by an independent expert to determine their value. This ensures that the capital reflects the true worth of the assets contributed.
  • S.L.: For a Sociedad Limitada, non-monetary contributions are also allowed, such as services or goods. However, there is no mandatory requirement for these contributions to be independently valued, making the process simpler and more straightforward.

Taxation

  • S.A.: Taxation for a Sociedad Anónima is consistent across Spain, with the Spanish Tax Agency being the competent authority for the entire territory. The only exceptions are the Canary Islands, Ceuta, and Melilla, which have special tax regimes to attract investment.
  • S.L.: Similarly, a Sociedad Limitada is subject to the same corporate tax rates and regulations as an S.A., with no differentiation based on the company’s location within Spain. Special tax considerations apply only in specific regions like the Canary Islands, Ceuta, and Melilla.

Accounting and compliance

  • S.A.: Sociedad Anónima companies are subject to more stringent accounting and compliance requirements. They are obligated to undergo an annual audit and must adhere to specific reporting standards, making the process more complex and rigorous.
  • S.L.: In contrast, a Sociedad Limitada has fewer compliance obligations. While they must maintain proper accounting records, the requirement for an annual audit is generally not mandatory unless the company exceeds certain financial thresholds. This makes S.L. a more straightforward option for smaller businesses.

Company formation fees

  • S.A.: The formation of a Sociedad Anónima involves higher costs due to its more complex management requirements. Fees can vary depending on the nationality of the shareholders, as documents may need to be translated or certified with the Apostille of The Hague. However, these costs are generally reasonable and comparable to those in other jurisdictions.
  • S.L.: Establishing a Sociedad Limitada is generally less expensive, with fewer administrative complexities. The costs are more predictable and are considered to be quite reasonable, making it a cost-effective option for smaller businesses or startups.

You can find out more in our article on how to start a business in Spain.

Requirements

  • S.A.: Requirements for establishing a Sociedad Anónima include a higher minimum share capital, the need for an independent valuation of non-monetary contributions, and more stringent accounting and auditing standards. Certain business activities may require special authorizations, although these are exceptional cases.
  • S.L.: The requirements for a Sociedad Limitada are generally less stringent, with a lower minimum share capital and simpler accounting standards. As with an S.A., special authorizations may be needed for specific business activities, but these are rare.

It’s crucial to consult with experts for a personalized service before starting a business, as the Spanish legal system may have nuances that differ from other foreign jurisdictions.

At Lawants, we offer professional advice and assistance to foreign entrepreneurs and investors who want to set up their business in Spain. Contact us to open your S.A. in Spain in few simple steps.

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Transfer of shares

  • S.A.: The transfer of shares in a Sociedad Anónima in Spain is generally more straightforward, as the shares can be publicly traded. The sale and purchase agreement is a notarial deed but is not registered in the Commercial Registry, maintaining the anonymity of the shareholders.
  • S.L.: In a Sociedad Limitada, the transfer of shares is more restricted and usually requires the approval of other shareholders. Like in an S.A., the transaction is formalized through a notarial deed but is not registered in the Commercial Registry. The exception is in the case of a single-member company, where a declaration of single-membership must be registered, failing which the sole member becomes personally liable for corporate debts.

Company bylaws

  • S.A.: In a Sociedad Anónima, company bylaws are important but not as critical as in other jurisdictions. Most regulations are already covered by the Spanish Corporations Law. The bylaws mainly serve to define and describe the company’s corporate purpose accurately.
  • S.L.: Similarly, in a Sociedad Limitada, the bylaws are less pivotal than in other legal systems. The primary focus should be on clearly outlining the company’s business activities. In both cases, the assistance of a team of legal and accounting professionals in Spain is highly recommended.

Meeting of Shareholders

  • S.A.: In a Sociedad Anónima, shareholder meetings are a formal requirement and must be held at least annually. These meetings are essential for making significant decisions, such as amending bylaws or approving annual accounts.
  • S.L.: For a Sociedad Limitada, shareholder meetings are also required but tend to be less formal and more flexible in terms of frequency and organization. Major decisions can often be made with written consent, without the need for a physical meeting.

Issue of bonds

  • S.A.: A Sociedad Anónima has the ability to issue bonds and other securities to raise capital. This provides an additional avenue for financing and offers more flexibility in terms of capital structure.
  • S.L.: In contrast, a Sociedad Limitada is generally not permitted to issue bonds or other marketable securities. This limits the options for raising external capital and makes the S.L. more reliant on equity financing or loans.

Dissolution

  • S.A.: The dissolution of a Sociedad Anónima is a formal process that requires the approval of the shareholders in a general meeting. The company must also settle all its debts and distribute the remaining assets among the shareholders.
  • S.L.: Dissolution of a Sociedad Limitada is similarly a structured process but generally involves fewer formalities. Like an S.A., debts must be settled and remaining assets distributed, but the process is often quicker and less complex.

Read our guide to company dissolution in Spain.

ceo reviews documents for opening a sa in spain

Steps to registering a S.A. in Spain

To establish a Sociedad Anónima (S.A.) in Spain, a series of methodical steps must be followed. These steps ensure legal compliance and proper functioning of the company.

Let’s explore each of these crucial stages in the registration process:

  • Obtain a Certificate of Uniqueness for the company name from the Central Commercial Registry.
  • Open a bank account and deposit the minimum required share capital.
  • Draft the Articles of Association and have them notarized.
  • Obtain a provisional Tax Identification Number (NIF) for the company.
  • Register the company with the Commercial Registry.
  • Obtain the final Tax Identification Number.
  • Register for Social Security and other relevant taxes.
  • Obtain any necessary business licenses or permits.
  • Register the company with the Spanish Data Protection Agency if required.
  • Begin operations and comply with ongoing reporting and tax obligations.

Starting a business in Spain

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What does the deed of incorporation of a Sociedad anonima have to include?

The deed of incorporation is a foundational document for a Sociedad Anónima (S.A.) in Spain, outlining its structural and operational blueprint. This legally binding document encompasses a range of essential elements, from basic company information to intricate shareholder agreements.

Understanding these components is vital for ensuring the legal validity and smooth functioning of the company.

Here, we delve into the specific contents that must be included in the deed of incorporation for an S.A. in Spain.

  • Company name and registered office address.
  • Business purpose and activities.
  • Details of the share capital, including the number and value of shares.
  • Identification of the founding shareholders.
  • Structure and composition of the Board of Directors.
  • Duration of the company, if not indefinite.
  • Fiscal year and accounting procedures.
  • Procedures for shareholder meetings and decision-making.
  • Any special rights or restrictions attached to shares.
  • Procedures for amending the Articles of Association.
  • Any other provisions or agreements among shareholders.

Advantages to forming a S.A. in Spain

Forming a Sociedad Anónima (S.A.) in Spain offers a multitude of advantages, particularly for businesses aiming for growth and expansion on a larger scale, for example:

  • Greater flexibility in ownership structure due to publicly tradable shares.
  • Easier access to external financing through the issuance of bonds and other securities.
  • Limited liability protects shareholders’ personal assets.
  • Enhanced credibility and prestige, often seen as a sign of a more established business.
  • More options for business expansion and acquisition.
  • Easier to attract high-quality talent due to the perception of stability and growth potential.
  • Suitable for businesses with higher capital requirements and larger operational scales.
  • Allows for a diversified and broad shareholder base, providing more stability.
  • Streamlined procedures for m&a in Spain.
  • Better suited for companies planning to go public or seeking significant external investment.

If the SA is not the right choice for you, you might consider setting up a non-resident company in Spain.

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