8. INCENTIVES FOR THE START AND DEVELOPMENT OF ENTREPRENEURIAL ACTIVITY.
1. The Limited Liability Entrepreneur (ERL)
The figure of the “Limited Liability Entrepreneur” (“ERL”) is created, which will allow individuals to prevent the liability arising from their business debts from affecting their main residence (provided that it does not exceed the value of €300,000, or €450,000 in homes located in towns with more than 1,000,000 inhabitants), which must be registered in the Property Registry corresponding to said property.
• The status of ERL will be acquired by its record in the sheet opened to it in the Commercial Registry of its domicile (The registration fees for the registrations of the ERL will be 40 euros for the Commercial Registry and 24 euros for the Property Registry), where, in addition to the ordinary circumstances, the registration will contain an indication of the real estate, own or common, not affected by the liability derived from the business or professional activity.
• Once registered, the entrepreneur must state in all his documentation, with expression of the registration data, his status as a "Limited Liability Entrepreneur".
• The ERL must prepare, audit (where applicable) and file in the Commercial Registry the annual accounts of its business or professional activity in accordance with the provisions for single-member limited liability companies.
• If seven months have passed since the end of the financial year without the annual accounts having been filed with the Companies Registry, the entrepreneur will lose the benefit of limited liability with respect to debts incurred after the end of that period. This benefit will be regained upon filing.
• Finally, it should be noted that the exemption from liability will not apply to public law debts (relating to the Public Treasury or Social Security, among others).
2. The Limited Liability Company of Successive Formation (SLFS)
Law 14/2013 modifies the Capital Companies Law to regulate a new type of company: the “Limited Company of Successive Formation” (SLFS), with a share capital lower than the minimum social capital (less than 3,000 euros, although it should be understood that it cannot be equal to zero).
Until the minimum share capital of €3,000, as generally established, is reached (Law 14/2013 does not specify any deadline for the company to complete its minimum share capital), the limited liability company will be subject to the successive incorporation regime, in accordance with the following rules:
• At least 20% of the profit for the financial year must be allocated to the legal reserve, without any upper limit.
• Once legal and statutory obligations have been met, dividends may only be distributed to shareholders if the net worth is not, or as a result of the distribution does not become, less than 60% of the minimum legal capital.
• The sum of the remuneration paid to shareholders and directors for holding such positions during those financial years may not exceed 20% of the net worth for the corresponding financial year, without prejudice to any remuneration they may receive as employees or for the provision of professional services.
• In the event of liquidation, whether voluntary or involuntary, if the company's assets are insufficient to cover its obligations, the shareholders and directors will be jointly and severally liable for the payment of the minimum capital amount established in the Spanish Companies Act.
• It will not be necessary to prove the reality of the monetary contributions of partners in the constitution of limited liability companies of successive formation, resulting in the founders and those who acquire any of the shares assumed in the constitution being jointly liable to the company and its creditors for the reality of said contributions.
3. Starting an entrepreneurial activity. Other measures
Law 14/2013 introduces a series of new features relating to corporate and registration formalities and procedures, intended to facilitate the start of entrepreneurial activity:
• Entrepreneur Support Points (PAEs) are being created. These will be electronic or in-person one-stop shops (physical offices or online portals) through which all procedures for starting, operating, and ceasing business activity can be carried out. The online portal will use the electronic processing system of the Business Creation Information and Network Center (CIRCE), and the Single Electronic Document (DUE) must be initiated through these PAEs. The existence of at least one electronic Entrepreneur Support Point within the Ministry of Industry, Energy, and Tourism is guaranteed.
• The Law also provides that the founders of a limited liability company may choose to incorporate the company by means of a public deed with standard statutes in standardized format, the content of which will be developed by regulation, that is, they may also choose to incorporate on paper with or without electronic submission to the Commercial Registry.
• You can also choose to carry out the incorporation process of the limited liability company using the DUE and the CIRCE system even if you do not use standard statutes.
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A Àmbit Assessor, SL has 40 years dedicated to the tax, comptable and labor consultancy of the Pime.
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