In this article, we explain what the “Crea y Crece” law entails, a new regulation that will facilitate the procedures for setting up companies, and generalise the use of electronic invoicing in transactions between business owners and professionals.
These are some of the new features of the “Crea y Crece Law”:
• It provides for the possibility of setting up a company “Sociedad de Responsabilidad Limitada” also called an “S.L. company” with a registered capital of only one euro, as opposed to the 3,000 euros previously required by Article 4 of the revised text of the Capital Companies law. Spain thus joins other neighbouring countries, where no minimum capital is required for the founding of an SL company. As a counterpart to the reduction of the minimum capital for limited liability companies, to protect creditors’ interests, two rules are introduced that must be respected as long as the capital does not reach the amount of three thousand euros:
I. An amount at least equal to 20% of profits must be allocated to the legal reserve until this reserve, together with the share capital, reaches the amount of three thousand euros.
II. In case of voluntary or compulsory liquidation, if the company’s assets are insufficient to meet its obligations, the shareholders are jointly and severally liable for the difference between the amount of three thousand euros and the amount of the subscribed capital.
• In terms of combating commercial late payment, the regulation includes the average payment period as an assessment criterion for access to grants and public contracts. The aim is to encourage business operators to meet their payment obligations on time.
• On invoicing, the use of electronic invoicing in transactions between businesses and professionals is generalised as a measure to digitise business and as a mechanism to combat late payment in commercial transactions. The law provides a specific timetable for compliance with this obligation (one year from the regulatory development of interoperability requirements for economic operators and professionals with a turnover of more than eight million euros, and two years for the rest).
• The regulation expands the list of economic activities exempt from licensing: activities classified as non-dangerous by at least one autonomous communities are included in the state catalogue, with the inclusion of market research companies or extended postal and telecommunications services, among others.
• Alternative financing mechanisms are relaxed to encourage financing instruments for business growth. These include crowdfunding, collective investments and venture capital.
• The Crea y Crece Law comes into force 20 days after its publication in the Official Journal, which took place on 29 September. Therefore, the amendments will apply from 19 October, although there are two exceptions:
A. Chapter V, which introduces a new legal regime for platforms for participatory financing (crowdfunding), will come into force from 10 November 2022. B. Article 12, on electronic invoicing between entrepreneurs and professionals, will become applicable to business owners and professionals with an annual turnover of more than €8 million within a year of the development of the regulations. For all other entrepreneurs and professionals, the adaptation period is two years from the adoption of this development regulation.
Note: The content of this article is purely informative.
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