Act 18/0222, of September 28th, on Creation and Growth of Companies.

BOE nº234 of September 29 publishes Act 18/0222, of September 28, on the creation and growth of companies, which makes changes to (1) the Capital Companies Act, to which we will refer briefly; (2) Act 14/2013 on support for entrepreneurs and their internationalization, in relation to the limited liability entrepreneur (ERL) and the telematic constitution of limited companies; (3) Act 20/20136 guaranteeing market unity; (4) to Act 29/1998 regulating the Contentious-Administrative Jurisdiction, in relation to procedures for guaranteeing market unity; (5) Act 12/2021 on urgent measures to liberalize trade and certain services; (6) Act 15/2010 on measures to combat delinquency in commercial operations, in order to ensure the monitoring of payment terms and delinquency, imposing on commercial companies the inclusion in their annual accounts of their period means of payment to suppliers; (7) Act 9/2017 on Public Sector Contracts, establishing guarantees for the collection of subcontractors or suppliers; (8) Act 38/2003 General on Subsidies, in order to prevent the obtaining of subsidies by delinquent companies; (9) Act 56/2007 on Measures to Promote the Information Society, which imposes electronic invoicing between companies and professionals; (10) Act 3/1991 on Unfair Competition, which includes repeated delinquency as unfair conduct; (11) Act 5/2015 on the promotion of business financing, in relation to the legal regime of participatory financing platforms, (12) Act 35/2003 on Collective Investment Institutions, in relation to the information contained in the brochures of funds and investment; (13) Act 22/2024 on Venture Capital entities and other closed-end entities.

Finally, in its additional provisions, the Act deals with the “agenda electronica notarial” as an instrument of the CIRCE system, and – notably – opens the registration of civil companies in the Mercantile Registry, in which the identity of the partners must be recorded.

Regarding the significant modifications operated by the new Act in the Consolidated Text of the Capital Companies Act, the following stand out:

  • The New Company Limited Company (S.L.N.E.) regimes and the successive formation regime of Limited Companies are repealed.
  • The minimum share capital of the Limited Company is set at one (1,00) euro, provided that it allocates 20% of its profits to the legal reserve, until capital plus legal reserve reach 3,000.00 Euros. In case of liquidation, the partners will be personally responsible for the difference between the subscribed capital and the amount of 3,000.00 Euros. As long as the figure of 3,000 Euros of minimum share capital is not reached, this circumstance must be stated both in the Articles of Association and in the documents issued by the mercantile registrars.

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