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Business/Economy back print tell a friend
Forming a new limited company

By:
Juan Bertomeu

To start a business by way of forming a private or limited company involves carrying out various procedures with several authorities. This does not only hugely delay the length of the transaction but it also generally incurs additional costs.
The first official body involved in the constitution of a company is the Central Business Registry where you need to apply for a certificate stating that you are allowed to use the trade name you have chosen. A notary is required to issue the deeds in accordance with the company statutes, the corresponding tax office where you need to pay the corresponding Impuesto sobre Transmisiones Patrimoniales y Actos Jurídicos Documentados tax, the tax authorities to obtain the fiscal number (NIF) and the Business Registry to register the company.
Taking into account that each of these organisations needs time to process their part of the transaction and that generally you need to request each document in the correct order for the diferent bodies to avoid errors or misinterpretation of the statutes, it is practically impossible to finalise the process in less than a month.
Sociedad Limitada Nueva Empresa "SLNE" - New Business Limited Company - aims to simplify these administrative procedures.
SLNE is a speciality of Limited Responsibility Companies, therefore, it also requires public deeds and registration with the Company Registry, however, through modern technology these steps can be taken directly by the notary.
The trading name of this type of company can be obtained immediately as it needs to be formed by the two surnames and given name of one of the founders followed by an alphanumerical code. This implies that in the event that the member whose name and surnames appear on the document leaves the company, the document can be modified.
Once the document has been supplied, a Documento Único Electrónico (DUE) is created, where all the details of the company are mentioned so that the notary - once the deeds have been authorised - can send it immediately to the relevant administrators in order to obain the company’s NIF number and settling taxes applicable. The notary will also send a copy of the document confirming that the company has been registered with the Mercantile Registrar.
Whenever Statute law that has been approved by Ministerial Order has been used, the Deed of Constitution has to be qualified and registered within twenty-four hours of its presentation. Immediately after this, the registrar will send the corresponding part of the DUE to the notary, having incorporated within it the legal details of the company.
Finally, the notary will issue an authorised paper copy of the company deeds within twenty-four hours. Proof of the organisation’s NIF number, the DUE and the deeds’ registration should be forwarded to the relevant administrators who will then arrange to send the ‘definitive’ NIF number to the company’s founders. These are also necessary to meet the company’s obligations concerning Social Security. 
As long as all the correct procedures are followed, forming a company almost overnight can be a reality.

Characteristics
Not all companies who are newly-forming can do so in the form of a ‘society’ as we have seen above, given that there are certain limits in terms of number and status of members, share capital, company objectives, administrating body and even tax régime applicable. In SLNE, a company can only have physical persons as their main shareholders, and no more than five. The number of members can be increased through later legal transactions. These companies can be unipersonal, but cannot have nor acquire the status of sole shareholder. SLNE share capital cannot be less than 3,012 euros nor more that 120,200 euros. Concerning the company objectives, these must never include activities that would necessite plc-status, nor any that imply just one exclusive objective. They cannot adopt a company structure that would imply the tax régime of a patrimonial society established by the Law 43/1995 concerning company taxes. Neither can the company take on the structure or tax régime of Administration Council, and to be named an Administrator of the company one has to be a shareholder.

Accounting obligations
The company’s accounting system has to be recorded on a register of accounting and tax information in the legally-required format.

Fiscal advantages
Certain fiscal advantages are in place, to encourage the formation of companies. For example, tax debt payments are spread out over Patrimonial Transmissions and Documented Legal Acts at a rate of 1 per cent of share capital for the first year following the company’s formation. Tax debts are also spread out over the first two tax periods up to twelve months to give the company time to file its first tax return. For the next tax period, the deadline will be six months. Certain legal concessions also allow the company’s tax affairs to be declared on the shareholders’ own personal tax returns instead, where those shareholders are physical persons, and to spread out or break up payments. The SLNE, however, has no obligation to accept ‘fragmented’ payments from companies during the first two tax periods.


Friday, November 5, 2004

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