(English) Pros and Cons of the Spanish S.L.

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10 Responses to (English) Pros and Cons of the Spanish S.L.

  1. By jayne mccormack, 13 febrero, 2013 at 20:21

    Is it possible to find out who are the shareholders of SOCIEDAD LIMITADA Companies, and if so, how is this done?


    • By Adolfo, 27 febrero, 2013 at 10:37

      Founding shareholders can be checked at the Spanish Company House (available on line at http://www.registradores.org). Subsequent shareholders must be shown at Register of Members which is obligatory for limited liability companies. This book is not for public access unless it is requested by the Court and even if you have access to the Book it may be in blank. Another way to search for transfer of shares is checking at the local notaries. However Notaries refuse to give such information as it covered by the obligation of professional secrecy. As you see it is very difficult to find out who the current shareholders are.

  2. By Cedric, 9 diciembre, 2014 at 14:33

    good morning, two questions with respect to the “sociedad civil”: is the entity subject to VAT (i.e. it can claim back VAT paid and it invoices VAT to clients – considering the services are advisory services)? does it requires a permanent employee or can it function with a pro bono director? kind regards

    • By Adolfo, 28 enero, 2015 at 20:43

      Dear Cedric,
      Yes, SOCIEDAD CIVIL is subject to VAT.
      It does not require a permanent employee. The partners will act as pro bono directors as per the contract agreed.
      It is important to know that from January 2016 the “sociedad civil” will be taxed as a limited company (SL or SA).
      Adolfo Martos

  3. By Tom Andreoni, 9 junio, 2015 at 13:45

    Does the Autonomo have the same expense deduction advantages of a SL?
    Can VAT tax for purchase and cost of goods in excess of the VAT tax you collect be refunded?

    • By Adolfo Martos, 17 junio, 2015 at 20:44

      Dear Tom,
      In general terms yes, both have simmilar deduction advantages. However this should not be the only reason for choosing SL or autónomo.
      Yes, input VAT can be offest against output VAhttp://www.gam-abogados.com/wp-admin/edit-comments.php#comments-formT provided both come from expenses and incomes related to the business.

  4. By Julio Peña, 5 septiembre, 2016 at 18:35

    If you purchase an SL company … And you then become
    The administrator ( full shareholder), in law do you take on the companies debt as well as the profit or does the debt have to be legally cleared before new ownership ?

    • By Adolfo Martos, 17 octubre, 2016 at 13:25

      The purchase of 100% shares of a company does not modify the existing assets and liabilities of the company, therefore the answer to your question is no, debts do not have to be legally cleared before purchasing the company. Obviously, it is highly recomendable to conduct due diligence of the company before completing the purchase process in order to know what you are buying.

      Should you have further questions, please do contact us vía email.

      Adolfo Martos
      Gutiérrez del Alamo y Martos, Abogados.

  5. By gregory hannan, 23 febrero, 2017 at 9:35

    Can I use my SL to engage in totally different income-generating activity in addition to the one for which it was originally incorporated?

    • By Adolfo Martos, 1 marzo, 2017 at 13:12

      Yes, but it is convenient to include this new activity in the registered aim of the company. Please note that the company may rescind those deals done by the director (on behalf of the company) whenever the third party is acting in bad faith or with culpa lata..

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