What is the New Company Limited Partnership, Sociedad Limitada Nueva Empresa (SLNE)?
The bureaucratic procedures to create a company in Spain usually delay the opening of the business more than expected. On the other hand, there is the possibility of creating a company shortening the usual times.
These entities created in record time are known as quick companies or express companies. Read on to find out what they are, how to create one, and what they are for.
What are Express or Fast Companies?
In Spain, an express company is NOT a business developed in the United States which provides for the speedy transmission of parcels or merchandise of any kind and their safe delivery in good condition. “Collect on delivery” service is also featured, the express company making the collecting and forwarding “returns” to the shipper.
A fast company, or colloquially known as “express limited company”, is a limited company incorporated through the CIRCE platform of the Ministry of Industry. They are the same Limited Companies as the traditionally incorporated ones, but their incorporation is much faster (48 hours) and the constitution is cheaper.
We speak of fast companies to refer to those that can be created in a minimum period of time due to the simplicity of its processing. These express companies can even be set up in just one day.
SLNE’s are a variant of limited liability companies designed to promote entrepreneurship. This is possible through the use of new technologies and through a single electronic document, which requires only one appearance before a notary. The notary will be in charge of registering the deed of incorporation of the company in the Mercantile Registry corresponding to the registered office through the use of an electronic signature.
Main characteristics of SLNE
Its capital is divided into shares
The liability of each partner is limited to the capital they have contributed, without at any time compromising their personal assets
Articles of association can be drafted with details on the rights and obligations of the partners
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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.
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.
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.
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:
- 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.
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:
- 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.