Building the Future of Your Business: Company Incorporation with Legal Security
Every major business decision needs a solid legal foundation. Our corporate law team supports you from incorporating companies to restructurings, mergers, capital increases and reductions, wind-ups and shareholder disputes, turning legal complexity into clear solutions.
At Nextica Law & Tax, we know that every important business decision requires a solid legal foundation and strategic solutions tailored to your business needs. We help you establish your company with the assurance that every aspect is backed by a strong legal structure and aligned with regulatory compliance. Forming a company is much more than just going to the notary. The statutes signed today will dictate how the company functions for years to come. Our lawyers specialized in corporate law turn legal complexities into clear and practical solutions, helping you minimize risks and maximize opportunities.
WHAT LEGAL FORM SUITS YOU? — COMPARATIVE ANALYSIS
| Limited Liability Company (LLC) | Public Limited Company (PLC) | Self-employed individual | |
|---|---|---|---|
| Legal framework | Royal Legislative Decree 1/2010 (LSC), arts. 86-310 | Royal Legislative Decree 1/2010 (LSC), arts. 1-85 and 162-310 | ET + LIRPF + Law 20/2007 TRADE |
| Minimum capital | €3,000 · no mandatory total immediate payment | 60,000 € · 25% minimum paid in the incorporation | No minimum capital |
| Responsibility | Limited to the contributed capital · personal assets protected | Limited to the contributed capital | Unlimited — responds with all of their personal and family assets |
| Taxation | IS 25% (15% new contributors first 2 years with positive BI) | IS 25% | IRPF marginal rate (up to 47% in Catalonia) |
| When to choose it | Most SMEs, startups, family businesses, and groups with multiple partners. Flexible and with lower incorporation costs. | When an IPO is anticipated, large capital increases with many investors will be made or the company will surpass a certain volume. | One-time activity, very low income, or starting activity with no significant risk. Not recommended if there is a risk of significant debts. |
Legal framework
Minimum capital
Responsibility
Taxation
When to choose it
What's worth knowing
Specialist advice that understands the business, not just the law
Solutions tailored to each company
Legal certainty at every stage, from incorporation to wind-up
Real experience: from micro-businesses to multinational subsidiaries
What's included
Company formation
We help you start your business with the assurance that every aspect is backed by a solid legal structure and aligned with regulatory compliance.
Business restructuring
If your company is in a transformation phase, we will take care of designing a legal strategy that minimizes risks and enhances opportunities for growth.
Management of corporate and partner conflicts
Conflicts among partners can jeopardize the stability of your company. At Nextica Law, we offer you a specialized approach to resolving disputes through negotiation, mediation, or, if necessary, litigation, with the aim of protecting your interests and preserving the continuity of your business.
Mergers and Acquisitions
Take advantage of expansion opportunities with confidence, knowing that our team will provide you with expert advice to protect your interests and ensure that every merger or acquisition is executed successfully.
Capital increases and decreases
Whether you want to increase your company's financial capacity or reduce capital due to overcapitalization or underutilization of resources, at Nextica Law we design and manage the complete process. We know that overcapitalization can lead to inefficient use of resources, while underutilization of capital can result in liabilities towards third parties and make your company's growth unfeasible. We help you make informed decisions that allow you to optimize your financial resources and maintain the ideal balance between capital and operationality.
Settlements
If the company's liquidation is inevitable, we accompany you every step of the way to ensure that the process is smooth, safe, and compliant with current regulations, minimizing concerns and maximizing transparency.
Insolvency Solutions
We know that facing an insolvency situation can be one of the most challenging moments for a business. Our team will advise you to explore all available options, from restructurings to bankruptcy procedures, with the aim of protecting assets and minimizing losses, helping you navigate this process in the most efficient way and with the least possible impact on your business.
WHAT SHOULD BE INCLUDED IN STATUTES THAT REALLY PROTECT YOUR COMPANY
Broad corporate purpose
detailed enough to cover the current activity, but without restrictions that limit the future evolution of the business.
Enhanced majorities for key decisions (more than 50% simple)
capital increase, amendment of bylaws, merger, spin-off, dissolution, and sale of essential assets.
Transmission regime of participations
preemptive and redemption rights of current partners. Without this clause, a partner can sell their share to an unwanted third party.
Partners' separation clause
specific causes for which a partner can demand the acquisition of their shares (art. 346-349 LSC). Prevents corporate deadlocks.
Valuation of shares
valuation mechanism applicable in forced transmissions (by an independent third party, with agreed formula or by reference to adjusted book value).
Management body
sole administrator, jointly liable, jointly responsible or board. Each option has implications for operational agility, control, and taxation (remuneration of the administrator).
Address and corporate exercise
relevant to determine the competent Commercial Register and the applicable commercial court in case of corporate litigation.
THE CONSTITUTION PROCESS STEP BY STEP
1. Negative certification of company name: application to the Central Commercial Registry (in-person or online). Timeframe: 1-3 days. Cost: ~€13. Validity of the certificate: 3 months. Without this step, the deed cannot be granted. 2. Preparation of articles of association: the most important document in the process. It defines the corporate purpose, shareholding, management body, majorities for key decisions, and the transfer regime of shares. The notary's generic articles are sufficient for incorporation but insufficient for protection. 3. Opening a bank account and depositing capital: at a banking institution, in the name of "company in formation." The bank issues a certificate confirming the deposit, necessary for the deed. 4. Public deed before a notary: all founding partners (or their representatives) sign before the notary. The articles are approved, the administrator(s) are appointed, and the Property Transfer Tax and Documented Legal Acts Tax (AJD modality, exempt for company incorporation) is settled. 5. Registration with the Tax Agency: Model 036 before the AEAT. Obtaining the provisional CIF, which allows starting operations before registration. Registration in the IAE if the activity is subject to it. 6. Registration in the Commercial Registry: the deed is submitted to the provincial RM. With registration, the company acquires full legal personality (art. 33 LSC). Timeframe: 5-15 business days. Cost: €100-300 depending on capital. 7. Definitive CIF: after registration, the AEAT issues the definitive CIF. The company is ready to operate with full legal capacity.
Frequently asked questions
How long does it take to set up an LLC and how much does it cost?
The complete process takes between 10 and 25 business days. The telematic procedure CIRCE can reduce it to 48-72 hours, but with limitations on the content of the bylaws. The approximate costs are: certification of name (~€13), notary (€300-600 depending on capital), RM registration (€100-300) and attorney fees for drafting bylaws (varies according to complexity). The minimum share capital of €3,000 is not an expense: it remains in the company's account.
Can I set up an LLC without a minimum capital of €3,000?
Since the Crea y Crece Law (Law 18/2022), it is possible to establish an SL with capital lower than €3,000 under the figure of the "Limited Liability Company with Successive Formation" (SLF), with the obligation to allocate 20% of the profits to legal reserves until reaching €3,000 and with limitations on the remuneration of partners and managers until that threshold is reached. In practice, for a company with expectations of real activity, it is preferable to establish with the ordinary minimum capital.
What is the difference between sole administrator, joint administrator, and joint and several administrator?
The sole administrator is the only one with the power of representation of the company. In the joint system, two or more administrators must act together to bind the company, which provides control but hinders agility. In the solidarity system, each administrator can bind the company on their own, which provides agility but reduces control. The Board of Directors (minimum 3 members) is the usual formula in larger companies or those with investors.
Can the bylaws prevent a member from selling their shares?
The bylaws may establish a right of first refusal (tanteo and retracto) in favor of the partners or the company itself, so that before selling to a third party, the partner must offer the share to the current partners under the same conditions. What the bylaws cannot do is absolutely prohibit the transfer of shares, except with the consent of all partners (art. 108 LSC).
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