There are two legal paths to set up an SL that reach the same place, a company registered with the Mercantile Registry, but the journey is very different.
The traditional route: your own notary and registrar, custom bylaws
You choose the notary yourself and, in practice, that also determines the competent mercantile registry. You can draft custom bylaws for anything the standard template doesn’t cover (more on that below). In exchange, you pay market-rate notary and registry fees, which vary depending on the notary and the complexity, and the process can take several weeks, since each step depends on the previous one. We cover the 5 steps of the procedure in How an SL is set up.
The CIRCE / PAE route: a single telematic procedure, with standard bylaws
CIRCE (Centro de Información y Red de Creación de Empresas) is the Ministry of Industry’s system that bundles almost all the incorporation steps into a single electronic document, the DUE (Documento Único Electrónico): name reservation, deed, provisional tax ID, tax registration and Social Security registration. You can start it at a PAE (Punto de Atención al Emprendedor: chambers of commerce, town halls, some professional associations and affiliated gestorías) or straight from home with a digital certificate.
The condition to use this route is that the bylaws must be the standard bylaws approved by the Ministry of Justice, without substantial changes. That allows for more than people usually assume: the template supports several administrators (two to five joint-and-several, or two acting jointly, besides a sole administrator), non-cash contributions and shares split unevenly between partners. In exchange:
- Fees set by law, not by the market, but only up to a certain capital. If the share capital doesn’t exceed €3,100, the notary charges €60 and the registrar €40. Above that, even if you stay within CIRCE using standard bylaws, you pay the €150 and €100 of ordinary telematic incorporation (the traditional route, with no such legal cap, has a freely negotiated price). Figures set out in article 5 of Real Decreto-ley 13/2010.
- Much shorter processing times. The mercantile registry has a legal deadline of 6 business hours to qualify and provisionally register the company once it receives the deed, under article 15 of Ley 14/2013, on support for entrepreneurs. In practice, the whole process is usually resolved in days, not weeks.
When each one makes sense
CIRCE fits well for most SLs, even with several partners, uneven contributions or a non-cash contribution: it stays the fastest, cheapest route as long as you don’t need any of the following.
The traditional route makes sense as soon as you need something the standard template doesn’t cover, for example: a board of directors, a business purpose outside the CNAE codes in the catalogue, drag-along or tag-along clauses… Or simply if you want to choose a specific notary or registrar you trust.
The administrator’s self-employed contribution, regardless of which route you pick
One nuance that’s easy to miss: incorporating through CIRCE doesn’t get you out of the self-employed Social Security contribution. If you’re going to be the SL’s administrator and hold effective control of the company, the typical case of someone moving solo from being self-employed to an SL, with 100% or the majority of the capital, Social Security requires you to register as a “socio societario” under the RETA scheme and pay the contribution, whether you take money out through payroll, invoices, or dividends.
The two routes, at a glance
| CIRCE (standard bylaws) | Traditional route (custom bylaws) | |
|---|---|---|
| Notary and registrar | Whoever the PAE or the CIRCE system assigns | You choose them |
| Bylaws | Standard Ministry of Justice template, no substantial changes | Custom, no limit on clauses |
| Cost (capital ≤ €3,100) | €60 notary + €40 registrar | Freely negotiated market price |
| Cost (capital > €3,100) | €150 notary + €100 registrar | Freely negotiated market price |
| Timeline | Days (6 business hours just for registry review) | Several weeks |
| Several administrators, non-cash contributions, uneven shares | Yes, the template allows it | Yes, with no restrictions |
| Board of directors, business purpose outside CNAE, drag-along clauses… | No | Yes |
What doesn’t change
Whichever route you choose, the incorporation itself is handled by a notary (and, where applicable, the CIRCE system), not a gestoría. We advise you on which route fits your situation before you take the step, and we handle the accounting and tax side from day one of the company’s life.
Not sure which one fits you?
Email us, no strings attached, at contacto@asesoriamadal.es and we’ll look at it based on your case.