What is the minimum share capital to set up an SL company in Spain?

Checked on 2026-10-25

One euro. The Capital Companies Act says the capital of a sociedad de responsabilidad limitada (SL) may not be below €1, and it must be fully paid in when the deed is signed. While capital is below €3,000, 20% of profits go to the legal reserve, and partners answer for any gap up to €3,000 in liquidation.

Key facts

What	The law says	Source
Minimum capital, SL	€1	LSC, art. 4.1
Paid in when	All shares fully subscribed and fully paid when the deed of incorporation is signed	LSC, art. 78
Capital below €3,000: reserve	At least 20% of profit goes to the legal reserve until reserve plus capital reach €3,000	LSC, art. 4.1
Capital below €3,000: liquidation	If assets don’t cover the debts, partners are jointly liable for the gap between €3,000 and the subscribed capital	LSC, art. 4.1
Proof of cash capital	Bank deposit certificate in the company’s name given to the notary (valid two months); for an SL, not needed if founders declare joint liability for the contributions	LSC, art. 62
Partners’ liability	Partners are not personally liable for the company’s debts	LSC, art. 1.2
Minimum capital, SA	€60,000, at least a quarter of each share paid at incorporation	LSC, arts. 4.2 and 79
How it is formed	Public deed registered in the Registro Mercantil; legal personality from registration	LSC, arts. 20 and 33

What the €1 minimum means

Since the change made by Ley 18/2022, the Capital Companies Act (Ley de Sociedades de Capital, LSC) says an SL’s capital may not be below one euro. The capital must be fully subscribed and paid in when the founders sign the deed of incorporation before a notary.

While the capital is below €3,000, the law adds two safeguards:

Legal reserve. At least 20% of each year’s profit must go to the legal reserve until the reserve and the capital together reach €3,000.
Liquidation. If the company is wound up and its assets don’t cover its debts, the partners are jointly liable for the difference between €3,000 and the capital they subscribed.

Proving the money was paid in

For cash contributions, the notary gets a bank certificate showing the money was deposited in the company’s name; the certificate is valid for two months. For an SL, the founders can skip this if they state in the deed that they are jointly liable to the company and its creditors for the contributions being real.

One-person SL

An SL can have a single partner (sociedad unipersonal). That status must be recorded in a public deed and registered, and the company must state it on its documents and invoices. If a company becomes single-member and this isn’t registered within six months, the sole partner is personally, unlimitedly and jointly liable for debts incurred during that period (LSC, arts. 13–14).

Partners of capital companies who are registered in the self-employed scheme can also use the reduced first-year contribution (Ley 20/2007, art. 38 ter.9).

Sources

Real Decreto Legislativo 1/2010, texto refundido de la Ley de Sociedades de Capital, arts. 1, 4, 13, 14, 20, 33, 62, 78 and 79 (consolidated text, BOE) checked 2026-10-25

Change history

2026-10-25: Page created

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