What are express companies or Sociedad Limitada Nueva Empresa (SLNE) and how to establish one?

Do you want to start a business in Barcelona? Do you want to create a new company in Barcelona?

Registration of express companies

The SLNE is regulated by the Royal Legislative Decree 1/2010, which approves the revised text of the Capital Companies Act. An SLNE can be incorporated either in person or telematically. In the latter case, the procedure is carried out by means of the Single Electronic Document (DUE). This avoids the need for the founding partners to travel, saving time and costs.

Company name

The company name of an express partnership consists of the surname and first name of one of the partners of the company, together with a unique alphanumeric code. However, this name can be changed after the incorporation of the company.

Standard company statutes approved by the administration of justice can be used, which are very useful to reduce the time required to deal with notaries and registrars.

Capital stock

To create a New Company Limited Liability Company, the minimum share capital is 3,012 euros, while the maximum is 120,000 euros.
In the case of the minimum share capital, it must always be paid up through monetary contributions.

However, in the Sociedad Limitada or SL there is no maximum limit.

Shareholders or partners

The shareholders of a New Company Limited Liability Company must meet two requirements:

• The maximum number of partners is 5
• All of them must be natural persons

In the case of the SL, the minimum number of partners is one, with no maximum limit. In the case of a single partner, a sole proprietorship is created. They can be either individuals or legal entities.

Administrative and management body

The corporate bodies of a New Company Limited Liability Company are a General Meeting and an Administrative Body, which may be single-member or multi-member. Its members will act jointly and severally or jointly and severally. In the event that the administration is attributed to a multi-personal body, it can never adopt the form and operating regime of a board of directors.

In the event that there is a sole administrator, the certification of the corporate resolutions and the representation of the company will correspond to the same. In the event that there are several joint and several administrators, it will correspond to any one of them. And in the event that there are several joint administrators, these responsibilities will fall on two of them.

Corporate purpose

The corporate purpose of a New Company Limited Partnership is generic, which allows for greater flexibility in developing the business activity. And, in addition, this favors not having to modify the bylaws whenever one of the partners decides to include some modification.
A New Business Limited Company will have as its corporate purpose all or some of these activities:

• Agricultural
• Livestock
• Forestry
• Fishing
• Industrial
• Construction
• Commercial
• Tourism
• Transportation
• Communications
• Intermediation
• Professionals
• Services, in general

In no case will a New Company Limited Liability Company be able to include in its corporate purpose activities that require the form of a corporation, nor those whose exercise implies a unique and exclusive purpose.

Tax obligations

As in the case of any other type of commercial company, the taxation of a New Company Limited Liability Company is subject to Corporate Income Tax (IS). However, the legislation that regulates them establishes some tax advantages:

1. This type of company can request the deferral, without the provision of guarantees, of the Transfer Tax and Stamp Duty (ITP/AJD) for one year from its incorporation. This tax is levied on the incorporation of the company. Its amount is 1% of the capital stock.
   2. Tax debts derived from corporate income tax for the first two tax periods ending from the date of incorporation can also be deferred without the provision of guarantees.
   3. And the amounts derived from the quarterly liquidations of withholdings or payments on account of Personal Income Tax can be deferred or divided, with or without guarantees, during the first year from the date of incorporation.
   4. In addition, there is no obligation to make installment payments of corporate income tax during the first two tax periods after incorporation.
   5. It allows the constitution of a savings-company account, similar to the savings-housing account, whose funds must be destined to the constitution of a New Company Limited Liability Company. In this case, with a minimum duration of two years and at least one premises and one employee. The tax regime is similar to that of the housing savings account.

How to create a company to start a business in Spain? The fastest and cheaper is the SLNE ?

The process to create a quick company is as follows:

Fill in the Single Electronic Document (DUE), either in person or by telematic means through the Internet. If you choose the latter alternative, this step takes place through the CIRCE system, thanks to which you will be able to contact all the organizations and administrations necessary to set up a company, and all the formalities required for the process will be carried out automatically.

2. Reserve the Company Name
3. Contribute the share capital in cash
4. To grant the Deed of Incorporation
5. To request the provisional NIF
6. To liquidate the Tax of Patrimonial Transmissions and Juridical Acts.
7. To register the company in the Provincial Mercantile Registry.
8. To request the registration in the Social Security
9. To issue the deed
10. To request the definitive NIF
11. To register the company in the personal files of the Spanish Data Protection Agency.

Choose Centre Gestor as your business consulting firm in Barcelona

Now that you know how to create a quick company, which way would you choose? It makes more sense to make use of the telematic modality, doesn’t it? If we are in a hurry to start a business, using the Internet is the best way to do it in the shortest possible time. You only have to take into account that having an electronic ID or digital certificate is essential to carry out the process successfully.