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Law “Crea y Crece”: what is it, what is new and when will it enter into effect?


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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