What is and How to create a Limited Society New Company?

TYPICAL OF THE SLNE

The Limited Society New Company (SLNE) governs for the Law 2/1995, of March 23, of Societies of Limited Responsibility, modified by the Law 7/2003, of April 1, of the Limited Society New Company, and for the Law 30/2005 of December 29.

It is a specialty of the Society of Limited Responsibility (SRL).
His share capital is divided in social shares and the responsibility opposite to third is limited to the contributed capital.
The maximum number of associates at the moment of the constitution limits himself to five, which have to be natural persons. The Limited Society allows herself New individual Company.
The number of associates can increase for the transmission of social shares. If as a result of the transmission, there are legal persons those that acquire the social shares, these will have to be alienated in favor of natural persons in the maximum space of three months.
The minimal share capital, which will have to be paid out entirely by means of contributions dinerarias at the moment of the society constituted, is 3.012 euros and the maximum for 120.202 euros.
The corporative aim is generic to allow a major flexibility in the development of the managerial activities without need to modify the articles of association of the society.
The social denomination composes of the surnames and the name of one of the associates more the only alphanumeric code (GO-CIRCE).
They will be able to use a few social articles of association orientativos that limit the times of notaries and registrars to a maximum of 24 hours each one.
Two forms of constitution: telematics and presencial.
The social organs are a General Meeting of associates and an Organ of individual or multipersonal administration.
They can continue his operations in the shape of SRL for agreement of the General Meeting and adaptation of the articles of association.
He will be able to have a countable model adapted to the reality of the microcompanies that expires with the obligations of countable and fiscal information and that serves like control instrument.

Advantages of the juridical form SLNE

The juridical form SLNE was created to facilitate to the businessmen the creation of his company when they fulfill the conditions that this type of society needs. Between the advantages to be emphasized are the following ones:

Rapid constitution – If orientativos chooses the telematic procedure and the social articles of association, in only 48 hours the entrepreneur will be able to have his constituted company.
Special social denomination – On having been composed of the name and surnames of one of the associates and the id - circe, the step with the Mercantile Record is done in less than 24 hours opposite to three working days for other types of social denomination.
Generic corporative aim
Simple social organs
General Together call. The Limited Society New Company can summon of the habitual form all the ordinary Societies of Limited Responsibility and also by means of registered mail, with acknowledgement of receipt, to the domicile that the associates have indicated or across e-mail; in whose case will have to become famous that such a message has been sent. In these last two cases, it will not be necessary to publish the call of the meeting neither in the Official Bulletin of the Mercantile Record (Borme) or in any of the newspapers of major circulation of the municipal term of the registered office.
Simplified accounting diet
Free modification of the social denomination, during three months later to his constitution.
The book of record of the associates is not obligatory.

Fiscal advantages

Postponement without contribution of guarantees of the Tax on Hereditary Transmissions and Documented Juridical Acts (ITP/AJD), for the form of association operations, derived of the constitution of the Society during the term of one year from his constitution.
Postponement without contribution of guarantees, of the tributary debts of the Tax on Societies corresponding to the first two tax periods concluded from his constitution.
Postponement or division, with guarantees or without them of the quantities derived from retentions or income on account of the IRPF that is earned in the first year from his constitution.
Not obligation to carry payments in parts of the Tax out on Societies, on account of the liquidations corresponding to the first two tax periods from his constitution.
It counts saving - company which funds must be assined to the constitution of a company, with a minimal duration of two years with, at least, a place and an employee with the juridical form of Limited Society New Company, and whose fiscal diet is similar to d and the account saved housing (return in the IRPF of 15 % of the amount deposited in the account with the limit of 9.015,18 annual € during a maximum term of 4 years).

INFORMATION AND NECESSARY PAPERS

The papers that the entrepreneur must take to the PAIT (to See in the end what a PAIT is)
to proceed to the telematic procedure of the constitution and starting of his managerial project is the following one:

Photocopy and original of the ID card of all the associates and workpeople.
Photocopy and original of the Card of the Social security of all the associates and workpeople, or another document that credits the number of affiliation to the Social security.

Other information to be born in mind

Epigraph AE (Economic Activities).
Information of the domicile of the company and of the managerial activity (included: square meters of the place of the activity, ZIP code and phone).
Percentages of participation in the share capital and, in his case, indication of the managers' condition. For ascription to the Special Diet of Self-employed persons: base of elected quotation and Benefit society of AT-EP.
Number of bank account for the direct debiting of the ITP-AJD (Tax of Hereditary Transmissions and Documented Juridical Acts) in case of postponement and for the payment to the RMP (Provincial Mercantile Record).
Bank card to realize the payment of the certification of the RMC and of the RMP in case of choosing this type of system of payment

Particular cases:

Written proof of the payment realized (before the procedure) to the RMC (Central Mercantile Record) of 13,94 € for the securing of the social denomination, if this option is chosen
Foreigners without ID card: Community NIE or NIE and residence permit and work for proper account.
Capitalist foreign associates (without residence or activity in the company) have to contribute the NIE for economic matters.
Married associates: ID card or NIE of the spouse and diet of the matimonio
For workpeople hiring: I hire or match of hiring or authorization to study high in the Social security.

PAIT
The Points of Advice and Beginning of Procedure (PAIT) are offices dependent on the Public administrations and public and private entities, (Law 30/2006 of December 29) as well as of professional schools, managerial organizations and chambers of commerce (Royal decree 682/2003, of June 7).

Also there might realize functions of PAIT the Managerial centers of the Only Window (VUE).

So that an entity could be constituted in PAIT, he will have to sign previously an agreement with the Department of Industry, Tourism and Commerce.

The PAIT has a double mission:

To give services attend of information and advice the entrepreneurs in the definition and telematic procedure of his managerial initiatives, as well as during the first years of activity of the limited society New Company.

To initiate the administrative step of constitution of the society across the Document Electronic Only one (DUE).