Legal and tax aspects of each type of company in Spain

Tax & regulation7 min read
Legal and tax aspects
Vivid Editorial Team

The Vivid editorial team writes about company formation, finance and self-employment, with practical guides on business accounts, taxes and funding for founders and the self-employed.

In short:

  • The SL is the most common option: minimum capital of €3,000 and liability limited to the capital contributed.
  • The SA needs more capital: €60,000, with 25% paid up from the start.
  • The general partnership sets no minimum capital, but partners carry unlimited and joint liability.
  • Corporate tax: a general rate of 25%, 15% for new companies, 20% for cooperatives and 10% for non-profit entities.
  • VAT: standard 21%, reduced 10% and super-reduced 4%.

Choosing the right legal structure for your company is a key decision, since it sets the legal, tax and operational responsibilities of your business. In Spain, the various company types are designed to meet different business needs. This guide offers a detailed look at the legal and tax aspects of each type of company, so you can make an informed decision.

Contents

Main types of companies in Spain

Limited liability company (Sociedad Limitada, SL)

The limited liability company is the most common option for business owners, thanks to its flexibility and its protection against financial risks.

Minimum capital: €3,000
Number of partners: at least 1 (single-member company)
Liability: limited to the capital contributed
Incorporation process: public deed and registration with the Mercantile Registry (Registro Mercantil)
Time to set up: 4-7 working days
File annual accounts with the Mercantile Registry
Hold general meetings of partners
Keep company books up to date
Comply with the commercial and accounting rules in force
Liability limited to the capital contributed

Tax obligations

Corporate tax (Impuesto de Sociedades): 25% (15% for the first two years with a positive result for new companies)
VAT (IVA):
Quarterly filing (Modelo 303)
Annual summary (Modelo 390)
Withholdings under personal income tax (IRPF):
Salaries (Modelo 111)
Rents (Modelo 115)
Dividends (Modelo 123)
Informative declarations (Modelos 180, 190 and 347)

Public limited company (Sociedad Anónima, SA)

The public limited company is intended for larger-scale businesses that want to attract investment.

Minimum capital: €60,000 (25% must be paid up from the start)
Number of partners: at least 1
Liability: limited to the value of the shares
Incorporation process: public deed and registration with the Mercantile Registry
Time to set up: 15-30 working days
More formality in administration and management
Stricter reporting obligations
Option to list on the stock exchange
Formalised administrative structures

Tax obligations

Corporate tax and VAT obligations similar to those of an SL
Additional requirements if it is a listed company

General partnership (Sociedad Colectiva, SC)

The general partnership is a traditional form based on trust and personal commitment between partners.

Minimum capital: not set
Number of partners: at least 2
Liability: unlimited and joint
Incorporation: public deed and registration with the Mercantile Registry
Unlimited personal liability of the partners
The company is managed directly by the partners themselves
Lower administrative complexity
Simplified accounting obligations

Tax obligations

Corporate tax applies
Possible taxation under personal income tax (IRPF) in certain cases
Standard obligations for VAT and withholdings

Limited partnership (Sociedad Comanditaria)

The limited partnership makes it possible to combine partners with different levels of liability.

Minimum capital: not required
Number of partners: at least 2 (general and limited partners)
Liability:
General partners (comanditados) with unlimited liability
Limited partners (comanditarios) with liability limited to the capital contributed
Incorporation: public deed and registration with the Mercantile Registry
General partners manage the company and take on unlimited liability
Limited partners act as investors with passive roles

Tax obligations

Subject to corporate tax
Profit distribution based on contributions
Standard compliance with tax obligations

Special types of companies

Cooperative society (Sociedad Cooperativa)

Cooperatives promote democratic management and collective benefit.

Minimum capital: set by the bylaws
Number of partners: at least 3
Liability: limited to the capital contributed
Founding principle: "one member, one vote"

Tax advantages

Specific tax regime with tax benefits
Taxation under corporate tax, with favourable particularities

Worker-owned limited company (Sociedad Limitada Laboral, SLL)

The SLL puts the emphasis on employee participation in the ownership and management of the business.

At least 51% of the capital must be held by employees on permanent contracts
A cap on the hours worked by non-partner employees
A special reserve is mandatory

Tax benefits

Standard corporate tax regime
Possible tax incentives to encourage job creation

Tax comparison and general points

Corporate tax rates

General: 25%
New companies: 15% (during the first two positive financial years)
Cooperatives: 20%
Non-profit entities: 10%

VAT and other taxes

VAT (IVA):
Standard (21%), reduced (10%) and super-reduced (4%)
Economic Activities Tax (IAE, Impuesto sobre Actividades Económicas): mandatory for turnover above €1 million
Other local taxes, such as property tax (IBI) and municipal fees

Accounting and registration obligations

Mandatory books (journal, inventories, minutes, among others)
Annual accounts (balance sheet, profit and loss, notes, and a cash flow statement for large companies)
Filings within the set deadlines (approval and deposit within the first 7 months after the fiscal year-end)

Frequently asked questions about types of company in Spain

  • What tax does each type of company pay?

    Commercial companies pay corporate tax (Impuesto de Sociedades). The SL, the SA, the general partnership, the limited partnership and the cooperative are all subject to it. For a general partnership, there can be taxation under personal income tax (IRPF) in certain cases.

  • The general rate is 25%. New companies apply 15% during their first two financial years with a positive result. Cooperatives are taxed at 20% and non-profit entities at 10%.

  • There are three: standard 21%, reduced 10% and super-reduced 4%. VAT is filed quarterly with Modelo 303 and summarised each year with Modelo 390.

  • It depends on the form. The SL requires €3,000 and the SA €60,000, with 25% paid up from the start. The general partnership has no minimum capital set, and the limited partnership does not require one either.

  • You must keep the mandatory books, such as the journal, the inventories and the minutes. You also have to draw up the annual accounts. They are approved and deposited within the first 7 months after the fiscal year-end.

  • In an SL, liability is limited to the capital contributed. In a general partnership, the partners carry unlimited and joint liability, including their personal assets.

Things to consider when choosing the right company

Assess factors such as:

Number of partners and initial investment
Funding needs and the liability you can take on
The level of administrative complexity you can handle
Growth ambitions and specific sector requirements

For example, small family businesses commonly opt for an SL, while organisations focused on social employment prefer an SLL or a cooperative.

Legal formMinimum capitalLiabilityTaxation
Limited liability company (SL)€3,000Limited to the capital contributedCorporate tax 25% (15% for the first two years for new companies)
Public limited company (SA)€60,000 (25% paid up)Limited to the value of the sharesCorporate tax and VAT similar to an SL
General partnership (SC)Not setUnlimited and jointCorporate tax; possible IRPF taxation in certain cases
Limited partnership (Comanditaria)Not requiredGeneral partners unlimited; limited partners limited to capital contributedSubject to corporate tax
Cooperative societySet by the bylawsLimited to the capital contributedCorporate tax at 20%, with favourable particularities
Worker-owned limited company (SLL)Not specifiedNot specifiedStandard corporate tax regime

Information as of June 2026. This guide is for general information only and does not constitute legal or tax advice. Rules and amounts may change. Check with a professional or with the official source before making decisions.

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