Administrative simplification in the area of company incorporation

Royal Decree Act 13/2010, of December 3, on Tax, Employment and Deregulation Measures to Promote Investment and the Creation of Employment (2010)

This Royal Decree [es] reduces the amount of time taken to incorporate a Limited Liability Company (Sociedad de Responsabilidad Limitada) and lowers the associated costs:

1. This regulates the on-line procedures used to set up a Limited Liability Company.
2. Three possible cases are envisaged:
   • When the share capital social of the Limited Liability Company is less than €3,100 and the approved standard articles of incorporation are used. The partners of the company must be individuals
   • The general on-line procedure established in this article will be used in the case of companies with a share capital of between €3,100 and €30,000. The partners of the company must be individuals.
   • When the share capital is over €30,000 the lengths of time and costs in the above cases are not applicable.
3. On-line procedures used when setting up a Limited Liability Company with a share capital of between €3,000 and €30,000 (without using approved standard articles of incorporation):
   • One working day (respectively) to reserve the company name and be awarded the deed of incorporation.
   • Categorization and inscription in the Register of Companies must be done in three working days at most.
   • The total amount paid for notary and registration fees is €250 (€150 for the notary public and €100 for the register).
   • Exemption from paying the fees derived from publishing the company’s inscription in the Spanish Official Gazette of the Register of Companies (BORME).
4. Procedures for Limited Liability Company with a share capital of less than €3,100 and using the approved standard articles of incorporation^[1]:
   • The notary public will award the deed of incorporation the same day that he or she receives the certification of the company name.
   • The Registrar will then categorize and inscribe the company in a period no longer than 7 working hours.
   • The total amount paid for notary and registration fees is €100 (€60 for the notary public and €40 for the register).
   • Exemption from paying the fees derived from publishing the company’s inscription in the Spanish Official Gazette of the Register of Companies (BORME).
5. A share capital of over €30,000, other trading companies and specific configurations of the company’s governing bodies ^[2]:
   • No specific periods of times are specified for notaries public and registrars, and those established in the current regulation (15 days to inscribe the deed of incorporation in the Register of Companies) will be applied.
   • The on-line procedure is not mandatory in the event the interested parties expressly request this not be used.

Property transfer tax (ITP) and stamp duty (AJD) do not have to be paid when incorporating a company.

More specifically, the changes can be found in Article 3 (exemption from paying ITP/AJD when incorporating a company) and Article 5 (regulating the on-line procedure for setting up a Limited Liability Company, which establishes new lengths of time and costs).

The table below summarizes the information given:

1. SC: Share Capital
2. PRC: Provincial Register of Companies
3. Notary and registration fees
4. ITP/AJD: Property transfer tax (ITP) and stamp duty (AJD), under the company transactions scheme.

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[1] Regulated in Order JUS/3185/2010 of December 9, establishing the approved standard articles of incorporation for limited liability companies.

[2] The incorporation of capital trading companies that do not have limited liability; or those that do have limited liability but whose partners include a legal entity; or those with a share capital greater than €30,000; or those whose governing body, as specified in its articles of incorporation, does not adopt the structure of a sole director, joint and several directors, regardless of their number, or two joint directors.