In this article we summarise the key elements of the new law (known as “Ley Crea y Crece”), which aims to facilitate the creation of businesses, reduce regulatory obstacles, fight slow payments by businesses and boost growth and expansion. The full title of the law is Ley 18/2022, de 28 de septiembre, de creación y crecimiento de empresas.
The measures fall under the following headings, including:
- E-invoicing to help combat slow payment by business customers
- Simpler creation of companies
- Corporate financing
- Removal of obstacles to business
We will publish articles in the future that analyse these measures in more detail but for the moment we summarise the main provisions. Don’t hesitate to call us in case you want more information in the meantime.
At present large scale businesses are required to issue digital invoices and this obligation will be extended to all business to business invoicing. The regulations will be published in 2023.
The Government states that this will guarantee greater traceability and control of payments, reduce transaction costs, advance digitalisation of business operations, and enable reliable and systematic information on business debtor behaviour, an essential step in reducing commercial delinquency”.
The electronic invoice will be mandatory between businesses and optional in case of individual customers. In the case of goods or services acquired online, such as travel agencies, transport services and retail trade, the invoice must also be issued electronically.
Failure to comply with these measures may lead to a fine of up to €10,000. Regulations will be approved within six months of the publication of this Law.
Simpler creation of companies
An S.L. (Sociedad Limitada) limited company may be now be set up with share capital of only €1.
However, 20% of annual profits must be set aside in the form of a legal reserve until reaching a total of 3.000€ with the share capital. Until share capital and reserves total 3.000€, in the event of business failure, shareholders will remain jointly and severally personally responsible for the company’s debts for the difference between the capital subscribed and €3,000.
Capital reserves may be converted to share capital in due course.
The share capital requirement of S.A. (Sociedad Anonima) companies are unchanged and they must have minimum share capital of 60.000€
Crowdfunding – new regime:
Spanish regulation of online investment platforms that facilitate investment in businesses will be adapted to Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020.
The type of businesses in which venture capital institutions and European long-term investment funds, may invest is extended. A set of amendments is introduced to regulate other closed-end collective investment undertakings.
In order to facilitate growth and provide new capital to reduce the indebtedness of companies, the figure of the so-called “debt funds” (fondos de deuda) is recognised and regulations are introduced to enable asset managers to create such funds.
Removal of obstacles to business
All activities considered “innocuous” or exempt from licensing by at least one Autonomous Community in Spain will be included in a new national catalogue. This will reduce licencing formalities for some businesses.
Market unity guarantees:
The Market Unity Guarantee Act is amended to promote cooperation between Public Administrations with the aim of reducing red tape and facilitating complaints by companies to Administrations that do not comply with the principles of good economic regulation. ——
The one-stop shops for making complaints will be reinforced, also improving deadlines and allowing any citizen to file a complaint, even if they are not interested parties.
These measures will help to promote a Spanish single market and reduce the problems that have been caused by some Autonomous Communities that decide to regulate an activity that is free from such formalities in other parts of Spain.