We summarize the key points of the Law for the creation and growth of companies (Law 18/2022) or, as it is known, the Crea y Crece Law.
This law came into force last October with a battery of measures to stimulate the creation of new companies and help existing ones to grow and consolidate.
Incorporation of Companies with the Create and Grow Law
It opens up the possibility of incorporating an SL with a share capital of 1 euro as opposed to the minimum share capital (paid up or not) of 3,000 euro that was established until now.
Companies incorporated with this €1 capital will be subject to a special regime in order to protect corporate creditors. Let us remember that the capital stock of an SL is the guarantee of the same one, without this creditors of companies of this type could find themselves helpless.
Special regime for SL 1 euro:
The SL will be obliged to allocate at least 20% of the profit to the legal reserve until said reserve, together with the capital stock, reaches 3,000 euros.
In cases of liquidation, voluntary or forced, if the assets of the company are not sufficient to pay the company’s obligations, the partners will be jointly and severally liable for the difference between the amount of €3,000 and the amount of the subscribed capital.
Repeal of the SLFS and SLNE
The Sociedad Limitada Nueva Empresa (SLNE), a type of SL that was never very popular, is repealed.
The Sociedad Limitada de formación sucesiva (SLFS), which allowed the incorporation of companies with a capital of less than €3,000, is repealed. Existing companies of this type can submit to the new regime or abide by the regime of the repealed LSC art.4 bis.
Facilities for the telematic incorporation of SLs
There are also changes in the terms and costs derived from incorporation, facilitating the telematic incorporation in a faster and simpler way through the CIRCE.
In addition, new obligations are clearly defined for notaries and intermediaries such as law firms:
- Obligation to inform the founding partners of the advantages of using the EAPs and CIRCE’s electronic headquarters.
- To be available in the Notarial Electronic Agenda and to be able to incorporate an SL through CIRCE.
- The possibility of using models in the co-official languages of the different autonomous communities.
- The publication of the registration of an S.L. in the BORME by means of a standardized public deed with standard bylaws will be exempt from fees.
- For this type of incorporation, the definitive registration must be made within a maximum period of 5 days from the date of filing (until now the period was 15 days).
If you are considering the possibility of starting a business, count on us to give you the best legal and tax advice.
Electronic invoicing for businessmen and professionals
The electronic invoice will become the only accepted means for all businessmen and professionals to issue, send and receive invoices in commercial relations with other businessmen and professionals.
This change, which has been announced for years but had not materialized until now, has been advertised with the aim of “reducing delinquency” but has another great advantage for the administration: greater control of what SMEs do.
Crossing electronic data is incredibly easy when you have this data, by forcing 100% of transactions to be carried out and paid electronically. The administration further restricts the activities that can be carried out on paper, paid in cash, forcing all entrepreneurs to go through financial institutions and electronic payments.
There are adaptation deadlines depending on the turnover of the business (more or less than 8 million euros) but generally within a maximum of 2 years all activities between companies and professionals will be made by electronic invoicing.
Contact us, our team can help you prepare your business for these changes.
Fight against Delinquency
Large companies are obliged to include in their annual reports the average payment period to their suppliers and the number of invoices whose payment has been made within a period less than the maximum established in the Late Payment Act.
Failure to meet these deadlines may prevent them from accessing public subsidies or being a collaborating entity of the administration.
Creation of a public list of defaulting companies, which will include all legal entities with unpaid invoices of more than 600,000 euros, the presence in this list may hinder certain banking operations.
Establishment of the State Observatory of Private Delinquency with the intention of monitoring and analyzing payment terms and defining and promoting good practices (the regulation does not specify exactly which ones or how).
Promoting Crowdfunding or participatory financing platforms (PFPs)
The law presents numerous novelties to promote this industry, for example by expanding the type of companies in which it is possible to invest, including financial companies with a high technological component.
A new legal regime for PFPs is defined (which will enter into force on November 10, 2022) to adapt the legislation to the legal regime established at the European level that establishes greater flexibility for harmonized PFPs to provide their services in Europe.
There is an increase in the investment thresholds to €5 million in all cases (previously it was only possible for accredited investors).
A single individual investment limit per project is also defined for retail investors, which will be the higher of an amount of €1,000 or 5% of the individual’s wealth.
Regulation and elimination of obstacles to economic activities
The new law establishes numerous measures and changes aimed at streamlining and encouraging economic activities. Among others:
- It amends the Law of Guarantee of Market Unity to strengthen cooperation between Public Administrations by eliminating obstacles such as authorizations or additional requirements without justified reasons to develop an economic activity in Spanish territory.
- On the other hand, certain amendments are introduced to the Law Regulating the Contentious-Administrative Jurisdiction; in particular, to the procedure of the contentious-administrative appeal that can be filed by the National Commission of Markets and Competition against any provision or action carried out by any competent authority that is considered contrary to the freedom of establishment or circulation.
- Trade liberalization measures are established by extending the list of economic activities exempted from the obligation to obtain a license.
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