Spanish tax law · Capital Companies Act · 01

Capital, domicile and the sole-member company

Title I, articles 1 to 18: what a capital company is, the one-euro minimum and the liability that comes with it, the rules on name, nationality and registered office, the corporate website, and the company with a single member.

Unofficial English translation from the Spanish by Voixa Consultors S.L. Alexander Baranov is responsible for the translation. Source: Real Decreto Legislativo 1/2010, consolidated text of the Capital Companies Act, BOE-A-2010-10544 ↗. Check wording, figures, dates and legal effect against the Spanish original before relying on this reading. Source snapshot: 4 November 2026.

Where to start in a statute of 576 articles

Most of this Act is about the public limited company, and a founder of an S.L. will never open those parts. Title I is different: it applies to every capital company and contains the three things that catch people out at the very beginning. The first is that the one-euro company is real but carries a liability tail. The second is that a Spanish registered office, not the place of incorporation, is what makes a company Spanish. The third is that a sole member who does not register that fact on time stops being shielded by limited liability.

Chapter I. Capital companies

Article 1. Capital companies

1. Capital companies are the limited liability company, the public limited company and the partnership limited by shares.

2. In the limited liability company the capital, which shall be divided into quotas, shall be made up of the contributions of all the members, who shall not be personally liable for the company’s debts.

3. In the public limited company the capital, which shall be divided into shares, shall be made up of the contributions of all the members, who shall not be personally liable for the company’s debts.

4. In the partnership limited by shares the capital, which shall be divided into shares, shall be made up of the contributions of all the members, at least one of whom shall be personally liable for the company’s debts as a general partner.

Article 2. Commercial character

Capital companies, whatever their object, shall be of a commercial character.

Article 3. Legal regime

1. Capital companies shall, in so far as they are not governed by a legal provision specifically applicable to them, be subject to the provisions of this Act.

2. Partnerships limited by shares shall be governed by the rules specifically applicable to that company type and, in anything not provided for in them, by the provisions of this Act for public limited companies.

Article 4. Minimum share capital

1. The capital of the limited liability company may not be less than one euro and shall be expressed precisely in that currency.

While the capital of limited liability companies has not reached the figure of three thousand euro, the following rules shall apply:

A figure at least equal to 20 per cent of the profit must be allocated to the legal reserve until that reserve together with the share capital reaches the amount of three thousand euro.

In the event of liquidation, whether voluntary or compulsory, if the company’s assets are insufficient to meet payment of the company’s obligations, the members shall be jointly and severally liable for the difference between the amount of three thousand euro and the figure of the subscribed capital.

2. The share capital of the public limited company may not be less than sixty thousand euro and shall be expressed precisely in that currency.

The one-euro company is real, and it is not free of liability. Paragraph 1 lets an S.L. be formed with a single euro of capital, but it attaches two conditions that last until capital reaches three thousand euro. Twenty per cent of profit must go to the legal reserve, rather than the usual ten. And on liquidation, if the assets do not cover the debts, the members answer jointly and severally for the gap between three thousand euro and the capital actually subscribed. Incorporating at one euro therefore converts part of the capital requirement into a personal guarantee that only disappears once the three thousand is reached.

Article 4 bis. Companies under the successive formation regime

(Deleted.)

The old halfway house is gone. Article 4 bis used to house the formación sucesiva regime, which allowed a company below the minimum capital under a set of restrictions. It was deleted when the one-euro rule replaced it. The numbering remains in the text.

Article 5. Prohibition of capital below the legal minimum

Deeds of incorporation of a capital company stating a figure of share capital lower than the legally established figure shall not be authorised, nor shall deeds amending the share capital that leave it reduced below that figure, unless this is a consequence of compliance with a law.

Chapter II. Name, nationality and registered office

Article 6. Indication of the company type

1. The name of the limited liability company must necessarily include the indication “Sociedad de Responsabilidad Limitada”, “Sociedad Limitada” or the abbreviations “S.R.L.” or “S.L.”.

2. The name of the public limited company must necessarily include the indication “Sociedad Anónima” or the abbreviation “S.A.”.

3. The partnership limited by shares may use a firm name, with the name of all the general partners, of some of them or of only one, or an objective name, with the necessary indication of “Sociedad comanditaria por acciones” or the abbreviation “S. Com. por A.”.

Article 7. Prohibition of identity

1. Capital companies may not adopt a name identical to that of any other pre-existing company.

2. Further requirements for the composition of the company name may be laid down by regulation.

Article 8. Nationality

All capital companies having their registered office in Spanish territory shall be Spanish and shall be governed by this Act, whatever the place in which they were incorporated.

Article 9. Registered office

1. Capital companies shall fix their registered office within Spanish territory at the place where the centre of their effective administration and management is located, or at the place where their principal establishment or operation is situated.

2. Capital companies whose principal establishment or operation is situated within Spanish territory must have their registered office in Spain.

Articles 8 and 9 together are stronger than either alone. A company whose principal establishment is in Spain is obliged to have its registered office in Spain, and any company with a Spanish registered office is Spanish and governed by this Act whatever the place of incorporation. Running a business principally from Spain through a company formed elsewhere does not keep that company outside Spanish company law; it puts it in breach of article 9.2.

Article 10. Discrepancy between the registered and the real office

In the event of a discrepancy between the registered office and the office that would correspond under the preceding article, third parties may treat either of them as the registered office.

The choice belongs to the third party, not to the company. Where the address on the register is not where the company really is, a creditor or claimant may use whichever suits them. Leaving a stale address on the register does not protect the company from being validly addressed there.

Article 11. Branches

1. Capital companies may open branches anywhere in national territory or abroad.

2. Unless the articles of association provide otherwise, the administrative body shall be competent to resolve on the creation, the closure or the transfer of branches.

Section 4. Corporate website

Article 11 bis. The company website

1. Capital companies may have a corporate website. That website shall be compulsory for listed companies.

2. The creation of a corporate website must be resolved upon by the general meeting of the company. In the notice convening the meeting, the creation of the website must appear expressly on the agenda of the meeting. Unless the articles of association provide otherwise, the amendment, transfer or removal of the company’s website shall fall to the administrative body.

3. The resolution creating the website shall be recorded on the page opened for the company at the competent Commercial Registry and shall be published in the Boletín Oficial del Registro Mercantil.

The resolution amending, transferring or removing the website shall be recorded on the page opened for the company at the competent Commercial Registry and shall be published in the Boletín Oficial del Registro Mercantil, and on the website itself that has been resolved to be amended, transferred or removed, during the thirty days following insertion of the resolution.

Publication of the company’s website in the Boletín Oficial del Registro Mercantil shall be free of charge.

Until publication of the website in the Boletín Oficial del Registro Mercantil takes place, insertions made by the company on the website shall have no legal effect.

The articles of association may require that, before being recorded on the page opened for the company at the Commercial Registry, these resolutions be notified individually to each of the members.

Article 11 ter. Publications on the website

1. The company shall guarantee the security of the website, the authenticity of the documents published on it, and free access to it with the possibility of downloading and printing what is inserted there.

2. The burden of proving the fact of insertion of documents on the website, and the date on which that insertion took place, shall fall on the company.

3. The administrators have a duty to maintain what is inserted on the website for the period required by law, and shall be jointly and severally liable among themselves and with the company, towards the members, creditors, employees and third parties, for the loss caused by temporary interruption of access to that website, unless the interruption is due to unforeseeable circumstances or force majeure. To establish that what was inserted was maintained for the period required by law, a declaration by the administrators shall suffice, which may be rebutted by any interested party by any evidence admissible in law.

4. If the interruption of access to the website exceeds two consecutive days or four non-consecutive days, the general meeting convened to resolve on the matter to which the document inserted on that website relates may not be held, unless the total number of days of effective publication is equal to or greater than the period required by law. In cases where the law requires the insertion to be maintained after the general meeting has been held, if an interruption occurs, the insertion must be extended by a number of days equal to that for which access was interrupted.

A corporate website is a formal register entry, not a marketing decision. Creating one requires a general meeting resolution with the item expressly on the agenda, registration at the Commercial Registry and publication in the BORME; until that publication, nothing posted there has legal effect. Once it exists, downtime has consequences: the administrators are personally and jointly liable for loss caused by interruptions, and an outage of more than two consecutive days blocks a general meeting convened on the basis of a document posted there.

Article 11 quáter. Communications by electronic means

Communications between the company and the members, including the sending of documents, requests and information, may be made by electronic means provided that those communications have been accepted by the member. The company shall provide, through the corporate website itself, the corresponding contact facility allowing the indisputable date of receipt and the content of the electronic messages exchanged between members and the company to be established.

Chapter III. The sole-member company

Article 12. Classes of sole-member capital companies

A sole-member limited liability or public limited company means:

a) A company incorporated by a single member, whether a natural or a legal person.

b) A company incorporated by two or more members where all the quotas or shares have become the property of a single member. Quotas or shares belonging to the sole-member company itself are regarded as the property of the sole member.

Article 13. Publicity of sole-member status

1. The incorporation of a sole-member company, the declaration of that situation as a consequence of a single member having become the owner of all the quotas or of all the shares, the loss of that situation, or the change of sole member as a consequence of the transfer of some or all of the quotas or all of the shares, shall be recorded in a public deed which shall be registered at the Commercial Registry. The registration shall necessarily state the identity of the sole member.

2. For as long as the situation of sole-member status subsists, the company shall state expressly its sole-member condition in all its documentation, correspondence, order notes and invoices, and in all announcements it is required to publish by law or by the articles of association.

Article 14. Effects of supervening sole-member status

1. Where six months have elapsed since the company acquired sole-member character without that circumstance having been registered at the Commercial Registry, the sole member shall be personally, unlimitedly and jointly and severally liable for the company’s debts contracted during the period of sole-member status.

2. Once sole-member status is registered, the sole member shall not be liable for debts contracted thereafter.

Six months of silence removes limited liability. This is the most consequential rule in Title I. A company that becomes a one-member company — typically because one partner bought the other out — must register that fact. If six months pass without registration, the sole member answers personally, without limit and jointly for every company debt contracted during the unipersonal period. Registration stops the clock going forward but does not cure the debts already contracted.

Sole-member status has to appear on the paperwork, not just at the registry. Article 13.2 requires the condition to be stated on all documentation, correspondence, order notes and invoices for as long as it lasts. In practice that means a line such as “Sociedad unipersonal” on the invoice template and in the website footer.

Article 15. Decisions of the sole member

1. In the sole-member company, the sole member shall exercise the powers of the general meeting.

2. The decisions of the sole member shall be recorded in minutes, under their signature or that of their representative, and may be carried out and formalised by the member themselves or by the administrators of the company.

Article 16. Contracting between the sole member and the sole-member company

1. Contracts entered into between the sole member and the company must be recorded in writing or in the documentary form required by law according to their nature, and shall be transcribed into a register book of the company which must be legalised in accordance with the provisions applicable to minute books of companies. The annual report shall make express and individual reference to these contracts, indicating their nature and terms.

2. In the event of insolvency of the sole member or of the company, contracts covered by the preceding paragraph which have not been transcribed into the register book and are not referenced in the annual report, or have been referenced in a report not deposited in accordance with the law, shall not be enforceable against the insolvency estate.

3. For a period of two years from the date on which the contracts referred to in the first paragraph were entered into, the sole member shall be liable to the company for the advantages which, directly or indirectly, they have obtained to its detriment as a consequence of those contracts.

An unrecorded contract with your own company does not survive insolvency. A loan from the sole member to the company, a lease of premises owned by the member, a management agreement — each must be in writing, transcribed into a legalised register book, and described individually in the annual report. Miss any of those steps and the contract cannot be asserted against the insolvency estate, which is precisely the moment it would matter. On top of that, for two years the sole member answers to the company for any advantage obtained from such contracts at its expense.

Article 17. Particular rules for public sole-member companies

Article 13(2), article 14 and paragraphs 2 and 3 of article 16 shall not apply to sole-member limited liability or public limited companies whose capital is owned by the State, the Autonomous Communities or local authorities, or by bodies or entities dependent on them.

Chapter IV. Groups of companies

Article 18. Groups of companies

For the purposes of this Act, a group of companies shall be regarded as existing where any of the cases established in article 42 of the Commercial Code is present, and the dominant company shall be the one which holds, or may hold, directly or indirectly, control of one or more others.

The definition is borrowed, and it is wider than majority ownership. Article 18 sends you to article 42 of the Commercial Code, where control can arise from voting agreements and the power to appoint the board, not only from holding more than half the capital.

Where this sits

Title II, on the next page, deals with incorporation: the public deed, what the articles of association must contain, registration, the company before it is registered, and the electronic route for forming a limited liability company.

Nothing here is advice on your own position, and this reading is not the official text. Spain publishes no official English version of this Act; where the wording matters to a decision, read it against the Spanish original linked above.