Setting up an SL is not as fast as registering as self-employed, but it isn’t the long, expensive process a lot of people imagine either.
What’s the minimum capital to set up an SL?
Since the reform of the Ley de creación y crecimiento de empresas (Law on business creation and growth), an SL can be set up with a minimum share capital of €1, instead of the €3,000 that used to be required. The condition: while share capital stays below €3,000, the company must put 20% of each year’s profit into a legal reserve until it reaches that figure, and the partners are jointly liable for the difference between the capital contributed and €3,000 if the company is wound up with debts. In practice, it’s still reasonable to contribute more than €1 if the business is going to need real solvency from the start.
A worked example of the legal reserve
You set up your SL with €100 of share capital. In the first year, the company makes €8,000 of profit.
| Amount | |
|---|---|
| Profit for the year | €8,000 |
| 20% to the legal reserve (mandatory until it totals €3,000) | €1,600 |
| Legal reserve after year one | €1,700 (€100 of capital + €1,600) |
| Remainder available to distribute to partners (if they choose to) | €6,400 |
That mandatory 20% keeps going into the legal reserve every year until, between capital and reserves, it reaches €3,000; after that it stops being mandatory. With profits like the ones in this example, it’s reached in under two years. Low share capital isn’t “money lost” — it’s a forced-saving requirement at the start, not a cost.
What are the steps to set up an SL?
- Company name certificate, from the Central Companies Registry (Registro Mercantil Central), confirms that the name you want for your SL isn’t already taken by another company.
- Opening a bank account in the name of the company being formed, to deposit the share capital (with low amounts of capital, some notaries accept a declaration of liability instead of the bank certificate).
- A public deed before a notary, where the company’s bylaws (estatutos) are approved.
- Getting a provisional NIF and registering for tax purposes with Hacienda (Modelo 036).
- Registration with the Companies Registry (Registro Mercantil) for your province, which is what gives the company full legal personality.
With standard bylaws and up to €3,100 of capital, steps 3 and 5 cost €60 for the notary and €40 for the registrar; above that, or with custom bylaws, the cost goes up. We cover the full comparison in CIRCE or the traditional route: what actually changes.
How long it takes
If standardized bylaws are used through the online processing system (CIRCE), the process can be resolved in a matter of days. With custom bylaws, drafted for the company’s specific needs, it usually takes several weeks, because each step depends on the previous one and on the notary and registry chosen.
What does not change
The incorporation process itself is handled by a notary, not by a gestoría. We do not set up SLs, but we advise you on what fits your situation before you take that step, and we take care of the accounting and taxes from the company’s first day.
Weighing up whether to take the step?
Email us, no strings attached, at contacto@asesoriamadal.es and we’ll look at it together.