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New limited liability company

The intention of the lawmakers is to encourage the creation of small and medium-sized companies, simplifying the requirements for their formation and the pursuit of their activity, as can be inferred from the main features that distinguish an S.L.N.E. from a limited liability company, as detailed in Table 10.

Table 10

NEW LIMITED LIABILITY COMPANY

Registration

An S.L.N.E. can be registered, using a single electronic document together with the public deed of formation, within 48 hours of the execution of the deed.

Name

When forming the company, the corporate name must include the name and two surnames of one of the shareholders followed by an alphanumeric code, and the reference “Sociedad Limitada Nueva Empresa” or the abbreviation “S.L.N.E.”. This must be modified where the shareholder ceases to hold such status.

The corporate name must include the name of one of the shareholders only on formation of the company. Subsequently, under an amendment to the company’s bylaws and subject to prior clearance from the Central Commercial Registry, any name may be adopted.

Capital stock

The capital stock may not be less than €3,000 or more than €120,000, and may only be paid in with monetary contributions. If the capital stock exceeds €120,000, the company must be reregistered.

Shareholders

Only individuals can be shareholders of a New Limited Liability Company. On the date of formation, an S.L.N.E. may not have more than 5 shareholders, although this number can be increased later. A shareholder may only be a sole shareholder of one S.L.N.E.

Members of the managing body

Must have shareholder status. This body may never take the form of a board of directors.

Corporate purpose

It will be any or all of the following activities: agriculture, livestock, forestry, fishing, industrial, construction, commercial, tourism, transportation, communications, brokerage, professional services or services in general. In addition, other different individual activities may be included.

Tax and legal obligations

An S.L.N.E. may fulfill its accounting and tax duties by means of a single record.

Deferral of tax payments

Additional Provision Six of the Capital Companies Law indicates that an S.L.N.E may defer the payment of certain taxes and/or withholdings and prepayments by between one and two years, without having to grant any security albeit paying late-payment interest.