Q I am setting up a limited company and I believe that there are two different types of limited company in Spain: The S.A. and the S.L. I would like to keep things simple so could you let me know which of the two is less cumbersome.

A In practice, the S.A. (Sociedad Anónima - Public Limited Company) and the S.L. (Sociedad Limitada - Private Liability Company) are very similar although there are certain instances where the control requirements for an S.L. are less rigorous. Some examples of these are as follows:

(i) In the case in which the incorporation of the S.L. is carried out, fully or partially, by means of a capital contribution in kind (e.g. the contribution of furniture, electronic equipment etc.) , the value of such does not require an independent surveyor (perito) appointed by the Commercial Registry (Registro Mercantil) as is the case with an S.A.. The same will apply with respect to contributions in kind made in the case of a capital increase.

 (ii) In the case of capital increased through the off-setting of loans, there is no need to obtain an auditor’s certificate for an S.L., whereas such a certificate is necessary for an S.A.

 (iii) In the case of an S.A., certain resolutions which imply amendment of the by-laws (e.g. change of name, registered office, corporate purpose, etc.) must be announced in the press, whereas       in the case of an S.L. such announcements are not required.

 (iv)The calling of shareholders’ meetings in an S.A. must necessarily be made through announcements in the press and the Official Gazette of the Commercial Registry, unless the meeting is held as “universal” (i.e. with attendance of all the shareholders). Such announcements are not required in an S.L. and calls of partners’ meetings can be made by mail if so established in the by-laws of the company.

Apart from these examples, it should also be borne in mind that the S.A. requires a higher minimum capital than the S.L. (60,101.21€ as opposed to 3,005.06 €).

For more intformation on these or other business or legal matters, please contact Thomas Leacy, Spainwide Business Services, on 91 547 1254 or email: This e-mail address is being protected from spam bots, you need JavaScript enabled to view it for a personal interview.