New Enterprise Limited Partnership in Spain
The New Company Limited Partnership (SLNE)
The SLNE was created in 2003 by Law 7/2003 of April 1st, the New Enterprise Limited Partnership, which incorporated a new chapter to the LSL. It is a subtype or a specialty of SL, established to facilitate the creation of new commercial companies, particularly small and medium enterprises (SMEs). Its creation was promoted by the European Commission, recommending simplified procedures for company establishment to encourage entrepreneurship. To this end, the Center for Information and Business Creation Network (CIRCE) was established, providing information and counseling centers for entrepreneurial initiatives, accessible throughout the country via the Internet.
In principle, its status is simpler, with more streamlined founding procedures, particularly with the use of computerized systems, and featuring a simplified accounting system. However, in practice, it has not been widely adopted because it establishes a legal system that is, in reality, more rigid than the SL. The basic characteristics of the SLNE are:
- Maximum of 5 partners at the time of incorporation, who must be natural persons.
- Sole SLNE is permitted.
- The procedure can be established face-to-face or electronically, at the partners’ choice, in minimal time (e.g., a special alphanumeric code for the name is obtained in 24 hours).
- The minimum share capital is €3,012, and the maximum is €120,202.
- A generic object allows greater flexibility in the development of business activities without having to amend the articles of association.
- There is the possibility of using standardized articles of association for guidance.
- Keeping a register of members is not required because the small number of partners does not necessitate it.
- Administrators of the company need to be partners, and the existence of a board of directors is not expected.
Member’s Obligations
2.1 Perform Social Contribution
The fundamental duty of a partner is to provide their contribution. As in the SA, only money and goods or assets capable of economic assessment can be contributed. The verification of capital contributions is identical to that of SA. In contrast, a different regime is established for the valuation of contributions in kind. The LSL requires a written description of such consideration, including registration data if applicable, its valuation in Euros, and the units received in payment. An expert report is not required for evaluation; instead, liability is established for the founders, individuals with partner status at the time of the capital increase, and those who acquire any interest paid out for cash. This responsibility extends to administrators in the event of a capital increase with this kind of input. This system of joint and several liability does not apply where the non-cash contributions are submitted to an expert assessment as provided in the LSA.
Perform Ancillary Services, If Any
A partner will also have to perform ancillary services if they have been agreed upon in the statutes, which must detail their content and whether they are free or paid. Their purpose can be multifaceted. For example, they may consist of obligations to do (work or services), not to do (refrain from conflicting with the company’s activity), or to provide a specific good. It should *never* be forgotten that these do *not* comprise social capital. When ancillary services are provided at the foundational moment, the consent of all partners is required. However, when agreed upon subsequently, the general meeting can create, modify, or terminate such benefits in advance, with the majority vote of members and the consent of the obligated partners.