Corporate: measures to promote and accelerate the creation of enterprises

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With effect from 19-10-2022, L 18/2022, on the creation and growth of companies (“Crea y Crece Law”), has been approved with the aim of boosting the creation of companies, promoting company growth and combating late payment. The main new features of this law are as follows:

Incorporation of LLCs

1. The incorporation of an SRL is encouraged, reducing the minimum share capital to the symbolic figure of 1 euro, although with a special regime for as long as it does not reach 3,000 euros, to protect company creditors, according to which:

  • At least 20% of the profit has to be transferred to the legal reserve until this reserve, together with the share capital, reaches 3,000 euros.
  • In the event of voluntary or compulsory liquidation, if the company’s assets are insufficient to meet the company’s obligations, the shareholders are jointly and severally liable for the difference between the amount of 3,000 euros and the amount of the subscribed capital.

2. The successive formation limited company (SLFS), which allowed companies to be set up with less than the legal minimum capital established until now (‘3,000) and the new company limited liability company (SLNE), which is now regulated by the ordinary regime for any limited liability company, have been abolished.

3. The administrative formalities for incorporation have been streamlined and made cheaper. Thus,

  • The possibility of using models in the co-official languages of the different Autonomous Regions for the incorporation of an SRL by means of a public deed in a standardised format with standard articles of association is established. Furthermore, its registration in the BORME is exempt from fees.
  • The definitive registration of an SRL by means of a public deed in standardised format without standard articles of association must be made within 5 days from the date of filing or, where applicable, of the correction (previously it was within the ordinary period of 15 days).

Growth and expansion of companies

To encourage company growth and expansion, measures are introduced to improve financial support, making alternative financing mechanisms such as crowdfunding, collective investment and venture capital more flexible.

Electronic invoicing

Electronic invoicing is a useful instrument for reducing transaction costs in commercial transactions and can also serve to facilitate access to information on payment deadlines between companies. For this reason, it is compulsory for all entrepreneurs and professionals in their commercial relations to issue and send electronic invoices, as of:

  • In general: 2 years from the regulatory implementation of L 18/2022.
  • Entrepreneurs and professionals, whose annual turnover exceeds 8,000,000 euros, one year after the regulatory development is approved.

Fight against commercial delinquency

The aim is to promote transparency with respect to payment periods for commercial transactions. To this end, the Government will create and regulate the operation of a State Observatory on Private Delinquency, responsible for monitoring the evolution of payment data and the promotion of good practices in this area.

In order to curb late payment, companies that do not comply with the deadlines established in Law 3/2004, which establishes measures to combat late payment in commercial transactions, will not be eligible for public subsidies, nor will they be eligible as collaborating companies.

In addition, public procurement regulations are strengthened to ensure that contractors pay the price agreed with subcontractors on time.

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