Business Legal Structures
Individual & Legal Persons
Individual
A person from birth, who begins to have rights and obligations. Legal capacity can be fully exercised from the age of 18.
Legal Person
A person with rights and duties, engaging with public administration and potentially others in economic activity.
Self-Employed Individuals
An adult with unrestricted legal capacity, exercising regular business activity responsibly in their own name. Personal liability is unlimited, with present and future assets subject to tax obligations related to the activity. Registration in the RETA (special scheme for self-employed) is required.
Benefits
- Total control of the company
- No minimum capital required
- Simple procedures
Duties
- Tax (income tax, business tax, VAT)
- Business (orderly accounting for chronological tracking of operations)
- Civil (respond with all personal assets in obligations to third parties)
- Labor (register workers in RETA)
Disadvantages
- Not suitable for growing companies
- Unlimited liability
Example
Hairdressers, retailers, bars.
Partnerships
Collective Society
A mercantile society where all members participate in rights and obligations, with unlimited personal liability for social debts.
Capitalist Partners
Provide capital and usually manage the business. Their responsibility for social debts is personal and unlimited.
Industrial Partners
Provide work, with no responsibility towards third parties.
Partners
- Minimum 2
- Member consent required to sell their part
- Control of the company
- Unlimited responsibility
- Null capital
- Record: name + CIA
Comendatària Society
A collective society with donors whose liability is limited to their contribution.
Partners
- No control of the society
- Rights to receive information and benefits proportional to contribution
- Record: Society in partnership
Example
Professional services offices.
Limited Company (Shareholders)
A capitalist society where owners hold securities or shares. Shareholders are not personally liable beyond their capital contribution.
Shareholder Rights
- Dividend: share of profit
- Transmission: eligible for settlement in shares
- Subscription of new shares
- Voting rights proportional to the number of shares
Benefits
- Limited liability
- Ability to buy or sell shares
Disadvantages
- Minimum capital of 60,101.21 euros
- Complex operation and processes
- Lack of company control by shareholders
- Complex legal requirements
Types of Values
Nominal, theoretical contribution
Example
Large companies
Decisions
General Board of shareholders
Limited Liability Company (SL or SRL)
A society where capital is distributed in shares among equity partners, who are not liable for social debts.
Characteristics
- Minimum capital: 3,000.5 EUR
- Responsibility limited to economic contribution
- No minimum or maximum number of partners
- Decisions made by the general meeting of members
- Decision-making capacity depends on contribution
- Administrator does not need to be a member
- Forms of administration: Sole Administrator, Two supportive administrators, several administrators, board of directors (no odd number, minimum 3)
Advantages
- Limited liability
- Simple management
- Easy to control
Disadvantages
- Many implementation requirements
- Limitation of share transfer
Example
Sports clubs, tennis clubs, sailing clubs
Limited Company (New Company) SL
A peculiar limited company that eliminates handling and commissioning inconveniences while maintaining limited liability.
Characteristics
- Capital: Minimum 3,012 euros, up to 120,202 euros
- Maximum 5 members, who may not be legal persons
Social Economy Society
Social Work
Can be SA or SL, with the majority of capital owned by workers providing paid services personally and directly.
Characteristics
- Minimum 3 members
- Members fall within the SS
- 10% of profits reserved
- Capital transmission preference order: permanent employees, partner employees, partners, external people
- Limited liability
Cooperatives
Unite people to improve their economic and social situation through collective business activities, according to ICA principles.
Characteristics
- Capital: 3,000 euros
- Responsibility: limited or unlimited
- Minimum 3 partners
Example
Agricultural cooperatives
Benefits
- Worker participation
- Government support
- Total control of the company
- Tax rewards
Disadvantages
- Complex procedures and documents
- Limited number of employees based on partners
Choosing the Legal Form
The decision-making process (PPD) should consider the following when setting up a company:
Setting Goals
The primary goal is profit, but other objectives may exist. Choose the legal form that best aligns with these objectives, considering growth, financing, and heritage preservation. Social economy enterprises are more suitable for social objectives.
Information Processing
Learn about the different legal forms of businesses.
Decision Criteria
Consider the required level of responsibility, number of partners, minimum or maximum capital, transaction complexity, tax system, and potential aid or subsidies.
Choosing the Most Suitable Option
Compare different legal forms and choose the one most favorable to your goals.
Implementation of the Decision
Carry out the necessary procedures based on the chosen legal form.