When starting a business project, one of the first decisions to make is choosing the most appropriate corporate form. In Spain, the two most common structures are the Sociedad Anónima (S.A.) and the Sociedad de Responsabilidad Limitada (S.L.), both regulated by the Capital Companies Law.
Although they share some common features, they present important differences that should be properly assessed before making the decision, since this will condition the management of the company and the associated formal obligations.
What defines each society?
- Limited Liability Company (SL): It is the most common legal form in Spain, designed for small and medium-sized companies where partners usually have a relationship of trust and seek flexibility.
- Public Limited Company (SA): Designed for large corporations, this structure facilitates the mobilization of large capital and the entry of external investors.
Below we analyse the main differences between the public limited company and the limited liability company.
Constitution of the company
Currently, only telematic incorporation is contemplated for LLCs, through the CIRCE platform (with lower costs and very short registration periods), with standard statutes.
Share capital and initial disbursement
This is the most tangible difference at the time of constitution:
- Limited Company: after the entry into force in October 2922 of the Crea y Crece Law, it is possible to establish an SL with only 1 euro of share capital, although allocate part of the profits to legal reserve until reaching 3,000 euros.
- Public Limited Company: The minimum legal capital is 60,000 euros. Furthermore, at the time of incorporation, it must be disbursed at least 25% of the face value of each of the actions.
In the case of non-monetary capital contributions, the SA requires a report from an independent expert, while in the SRL it is not necessary, and its valuation is sufficient. This rule is also applicable to capital increases.
Stocks vs. Shares and their transmission
The way in which capital is divided and transmitted varies enormously in both types of companies:
- SRL: the capital is divided into registered shares, the transmission of which is more restricted. Existing partners usually have preemptive acquisition rights, which protects the closed nature of the company.
- Public Limited Company: the capital is divided into shares (nominative or bearer) that by nature are freely transferable, unless the statutes provide otherwise. It is the ideal formula to attract investment in an agile way.
The SA must maintain the registry book of registered shares (when applicable), while the SRL must maintain the registry book of partners.
Management body
In both the SA and the SL, the Law allows the administration to be configured in a single administrator, several administrators (solidary or joint), or a board of directors.
However, in the SA, if the joint administration is attributed to more than two people, a board of directors must necessarily be established, made up of at least three members and without a maximum legal limit (except as indicated in the statutes). On the contrary, in the SRL joint administration with more than two administrators is allowed and in addition to opting for a board of directors, its number is limited to 12 members.
General Meetings
In both capital companies, general meetings are called with similar rules, but the Capital Companies Law introduces relevant differences in terms of deadlines and form of publication, which in practice make the SRL easier to manage.
Minimum notice period
In the Public Limited Company (SA), the call must be made at least one month in advance between the date of the announcement and the holding of the general meeting.
In the Limited Liability Company (SL) the minimum period is 15 days, which allows a more agile reaction to urgent corporate needs.
Call form
In SAs, by default, the call is published through an announcement on the corporate website; If it does not exist or is not duly registered, it must be published in the BORME and in a newspaper with wide circulation in the province of the registered office.
In SL, the general rule is the individual call to each partner, at the designated address, by a means that ensures reception (postal mail, email with confirmation, burofax, etc.), unless the statutes opt for advertising systems similar to those of the SA.
Furthermore, in the SA, it must be mandatory to hold the meeting on second call, if the quorum of attendance is not reached on the first call.
Majority regime
The most relevant differences between the SA and the SRL are found in the basis for calculating the majorities, the flexibility of the statutes to reinforce them and the minimum legal requirements.
In the SA, the majorities are computed on the capital present or represented at the meeting and allows greater statutory majorities but prohibits unanimity as a necessary requirement, while in the SL there is greater protection of minorities, requiring that favorable votes represent at least one third of the share capital, and it is also possible to establish additional reinforcements as long as they do not require unanimity.
In the SA, ordinary resolutions are adopted by a simple majority of the votes of the shareholders present or represented; that is, more votes in favor than against, computed on the capital attending the meeting. For especially relevant agreements (such as modification of bylaws), reinforced majorities are required that vary according to the attendance quorum: absolute majority if more than 50% of the capital is present, and two-thirds if between 25% and 50% of the capital is present on second call 3716.
In the SRL, the general rule requires the majority of votes validly cast, provided that they represent at least one third of the votes corresponding to all shares of the share capital. For modifications to statutes and other important agreements, reinforced majorities are required (more than half or up to two-thirds of the share capital, as the case may be).
Appointment of auditor
The difference in this case lies fundamentally in the identity of the body competent to appoint them.
In both types of companies, the competent body for the mandatory appointment of the auditor is, in essence, the general meeting, which must adopt the agreement before the end of the year to be audited. If the company is required to undergo an audit and the board does not make the appointment within the deadline, the competence passes to the commercial registrar or, alternatively, to the lawyer of the Administration of Justice (LAJ).
Now, if the audit is not mandatory, the LLC allows voluntary appointment by both the board and the administrative body, with greater flexibility, therefore, compared to the SA.
Incorporation statistics by type of company
According to INE data, in 2024, 119,467 commercial companies were established in Spain, which represents an increase of 9.60% compared to the previous year. Of these, 98.55% were limited liability companies, while 0.38% were public limited companies. However, no specific information is provided on the number of limited companies in 2025.
For its part, the latest data published by the College of Registrars strongly demonstrates the preference of the Limited Liability Company over the Public Limited Company as a corporate form.
When is it appropriate to establish a Limited Company?
In practice, unless the business project requires a large initial investment or involves going to multiple investors or financial markets, or if it is a necessary legal requirement to operate in specific sectors (banking, insurance, etc.), the exercise of a certain activity, the Limited Company is the most operational and efficient form for the majority of small and medium-sized companies.
Its constitution is simpler, cheaper and its daily management is more flexible, without losing the protection of limited liability for partners.
In short, if the objective is to undertake a business with legal certainty, control and administrative simplicity, opt for a S.L. It is, in most cases, the most appropriate choice.
Choosing between a SA or an LLC is only the first step. A correct constitution of the company, and adequate compliance with formal and legal obligations, are essential to guarantee the legal security of the project and avoid future incidents.
At Afianza we offer a comprehensive company incorporation service, accompanying the client throughout the entire process: prior analysis in the most appropriate way, drafting of corporate bylaws adapted to the reality and needs of the client, design of partners' agreements that regulate the relationships between them from the first moment and avoid future conflicts, etc.
