The limited liability entrepreneur and the

successive formation limited company

Ana Felicitas Muoz Prez
Tenured Professor of Commercial Law at Universidad Rey Juan Carlos

Spain
SUMMARY: I. INTRODUCTION. II. THE LIMITED LIABILITY ENTREPRENEUR. 1.
Concept. 2. Requirements to attain the status of ERL. 3. The contents of the limitation of liability: non attachment of the property. 4. The privilege of unsecured
creditors and the administration with regard to the remaining creditors of the entrepreneur for business or professional debts. 5. Accounting duties. III. SUCCESSIVE
FORMATION LIMITED COMPANY. 1. Introduction. 2. Successive formation
regime. BIBLIOGRAPHY.

I. Introduction
Spanish Act 14/2013, to support entrepreneurs and their internationalization (Ley 14/2013, de 27 de septiembre, de apoyo al emprendedor,
Act 14/2013), was enacted for the purpose of establishing a framework
of measures to protect the entrepreneur, with a view to promoting business generation and driving entrepreneurial development in the small-sized enterprise sector.
The Stated Purpose of the Act broadly announces that entrepreneur refers to persons, whether individuals or legal entities, who are
going to develop or are in the process of developing a productive economic activity. Such notion is specified in art. 3 Act 14/2013, which provides that entrepreneurs are those persons who, regardless of whether
they are individual or legal entities, develop a business or professional economic activity, on the terms provided for in this Act.
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With such a broad definition, as declared in the stated purpose, the

legislators intention is that the measures provided for in the Law may
benefit all enterprises, regardless of their size and the business cycle
stage they are at. The foregoing, without prejudice to the fact that certain provisions of the Act narrow the scope of some measures to certain
entrepreneurs, mainly according to their size or the stage they are at.
The crisis situation was evidenced by the appalling result obtained
and published, on 29 October 2013, in the World Banks Doing Business
report, in which Spains ranking in the ease of doing business index
dropped, falling behind Ruanda, Tunisia or Kazakhstan, and dropped
even further in the starting a business subindice; this demanded a political reaction with legal measures.
The measures promote entrepreneurial culture, in the sense of encouraging microenterprise activity, providing tools to support the same
and simplifying the regulatory framework so that they may thrive and
overcome the crisis. The proposal to promote the business network of
SMEs and self-employed individuals seeks to boost competitiveness
and job creation. The reforms were based on simplifying the procedures, with the help of new technologies.
With this project, the legislator takes up the start-up culture of
enterprises, so much in vogue in the international context. The English term refers to the activity of starting-up, setting-up a business, to
the creation of ideas, this is, it alludes to technology-based emerging
companies that achieve a high degree of projection, despite the lack of
resources or funding that an enterprise might encounter when it is just
starting. In this context, the legal rule provides a key to interpretation.
For the above-indicated purpose, the Act specifically addresses
two figures, the limited liability entrepreneur and the successive
formation limited company. However, we have our doubts on whether
guaranteeing protection for the most intimate estate, the primary residence, is sufficient incentive. It is precisely the legal mechanism set up
for such purposes that may create obstacles to access funding, since the
activity of professionals and individual entrepreneurs to whom these
rules are addressed is usually financed through a loan system that requires the ability to charge such property. On the other hand, the strong
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The limited liability entrepreneur and the successive formation limited company

share capital protection system to guarantee the lack of contribution

of assets at the foundational moment takes away the advantages that
justify the attractiveness of the successive formation capital company.
In the following pages we analyze the main characteristics of both
figures, in order to determine the contents and weigh the criticism that
has accompanied the elaboration of this Act.
II. The limited liability entrepreneur
1. Concept
Chapter II Act 14/2013 creates the new figure of the Limited Liability Entrepreneur in art. 7, providing the definition and describing a
particular limited regime of liability.
The notion of entrepreneur refers to art. 3 Act 14/2013, which contemplates those persons who, (), develop a business or professional economic activity, on the terms provided for in this Act. art. 7 Act 14/2013 limits
the scope of application of the rules to individuals and, fundamentally,
to those who are at the initial stage of the entrepreneurial activity.
The notion is linked to the ability of limiting the liability for debts
arising from the exercise of such entrepreneurial or professional activity, provided that a specific procedure is met.
Up until this Act was enacted, only ship-owners could limit their
liability in our legal set of rules, despite being individuals. This situation was unsustainable in terms of economic efficiency and thus, the
petition to set up a limited liability regime for the individual entrepreneur was justified, by prescribing a set of rules to create such figure in
our legal system1.
The regime of the entrepreneur with limited liability would become an alternative, together with single-shareholder companies and
foundations, for an individual person to charge certain assets to the development of an activity, thereby eluding the application, with regard to
1. L. Fernndez del Pozo, La reforma apuesta por un cambio de mentalidad, at
http://blog.registradores.org/?p=643.

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such assets, of the unlimited liability provided for in art. 1911 Spanish
Civil Code (CCv).
The new regulation has been accompanied by criticisms, in the
sense that the rule announces contents that it does not implement in
its text. We coincide, in some aspects, with such critical opinion, given
that the announced purpose of regulating the limited liability entrepreneur is far from the delimitation made in the legal regime of the
entrepreneur with limited liability.
In first place, there is a different determination of the subjective
scope of application, the entrepreneur instead of the businessman.
This implies, on the one hand, extending the subjective scope by virtue
of art. 7 Act, which specifies that both entrepreneurs and professionals
must be included, and not only entrepreneurs.
The legislator uses a new expression, other than the notion of entrepreneur and professional, which may lead to uncertainty with regard
to the application of the rule, in the sense of excluding businessmen and
professionals who are not entrepreneurs.
According to the dictionary, the expression entrepreneur refers to someone who initiates a work or business with determination,
who undertakes difficult and unpredictable tasks with special commitment. This new business set up factor does not correspond with
the provisions of the Act, which provide, when regulating the liability regime of such businessperson, the subsistence of the regime of
art. 1911 CC with regard to creditors who do not give their express
consent for the debts contracted prior to the registration, giving the
impression that it is the case of an entrepreneur that undergoes a
transformation. The reference to the specific intent could exclude
businesspersons or professionals who do not meet the characteristics of starting an activity with determination, or if the task is not a
difficult one.
Lastly, the capability of delimiting the scope of assets charged is
confined to the primary residence in the terms of art. 8, instead of the
family assets which more broadly extend to other goods. In the case
of the limited liability entrepreneur it provides for a regime of individuals who prevent the liability arising from their business or professional
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The limited liability entrepreneur and the successive formation limited company

debts from affecting their primary residence under certain conditions. This
circumstance, weighted together with the previous one, could reflect
that the intention sought by the lawmaker is not so much to start up
new businesses, but to activate the real estate market, promoting acquisitions by professionals or businesspersons who start their activity or
who, after starting the same, wish to acquire such status as a result of
the real estate acquisition.
2. Requirements to attain the status of ERL
For the businessperson to attain such status, the Law requires certain publicity requirements.
Indeed, art. 9 Act 14/2013 requires making the limited liability
entrepreneur known, by linking the attainment of such status to the
registration and record thereof in the page opened for the same in the
Commercial Registry (Registro Mercantil) of his/her address. To register
the limited liability entrepreneur, the notarial certificate will suffice,
which shall be mandatorily filed by the notary via telematic means on
the same business day or on the one following his/her authorization
in the Commercial Registry or the application filed with the recognized electronic signature of the business person and sent via telematic
means to such Registry.
Art. 92 Act 14/2013 also provides, as a protection mechanism, the
requirement that the registered entrepreneur must indicate in all his/
her documentation, with record of his/her registration details, his/
her status as Limited Liability Entrepreneur or by adding to his/
her name, surname and tax identification details the acronym ERL.
The advertising mechanisms are contemplated in art. 9.4, when it
provides The Official Association of Registrars, under the supervision of the
Ministry of Justice, will keep a public Gateway (portal pblico) that may
be freely accessed, in which all the details regarding the registered limited liability entrepreneurs will be disclosed, at no cost for the user.
Art. 8.4 Act 14/2013 prevents the debtor that incurs a wilful misconduct or gross negligence with regard to the performance of his/her
duties with third parties from benefiting from the limitation of liability,

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provided that this is evidenced by a final judgment or insolvency proceedings in which he/she is found guilty.
3. The contents of the limitation of liability: non
attachment of the property
The notion of limited liability businessperson is announced as
a measure to limit the liability for debts that arise from the exercise
of such business or professional activity, subject to compliance with a
specific procedure. However, we coincide with the critical criterion that
confirms that, by virtue of the system set up under arts. 7 to 11 Act
14/2013, the intended restriction of liability is limited to the power to
set up a category of non-attachable properties that include one single
property, the businesspersons residence. We add that such category
must extend to the subrogated properties, given that according to art.
10.4, non-attachment extends via subrogation in the case of disposal
of unattached properties to the subrogated properties, via a new registration by the interested party.
The original non-attached property under art. 8.2 Act 14/2013
is the primary residence of the debtor, provided that its value does not
exceed 300,000 Euros, pursuant to the amount entered as taxable base
in the Transfer Tax and Stamp Duty return at the time of registering
the same with the Commercial Registry, with a coefficient other than
1.5 of such value when such residence is located in a municipality with
a population over 1,000,000.
In this regard, the provisions of art. 21.3 Spanish Mortgage Act
gain importance, when providing that In deeds of residential mortgages, the primary character or not of the residence intended to be given
to the mortgaged residence, must be stated. It will be presumed, unless
proven otherwise, that at the time of judicial enforcement, the property
is the primary residence if it was so recorded in the deed creating the
mortgage. Particularly relevant is the matter of whether a mutually
agreed bilateral statement by the lender and mortgagor is required, or
whether a unilateral statement by the mortgagor, in this case, the entrepreneur, will suffice. In the event of a valuation for the purpose of
an auction, it will be an agreement by and between the parties (art.
682.2.1st Spanish Civil Procedure Act), as opposed to the general criteria
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The limited liability entrepreneur and the successive formation limited company

that the unilateral statement by the mortgagor that it is his/her primary

residence will suffice, as it occurs when setting an address for the purpose of summons and notices (pursuant to art. 682.2.2nd Spanish Civil
Procedure Act). The requirement of recording such statement on the
mortgage deed, which is executed by both parties to the transaction,
does not imply that such statement must be mutually agreed by both
parties2. The statement entails the non-attachment of the property for
the purposes of liability, which will de facto require an agreement on the
qualification, against the refusal to finance with a mortgage loan in the
event of lack of agreement.
The intention of the Act is to guarantee the position of creditors and
contribute to legal certainty in trade, for which reason it imposes the
coordination of two registrations, the one with the Commercial Registry
and the one with the Land Registry (Registro de la Propiedad). The operation of the limitation of liability is conditioned to the registration and
publicity through the Commercial Registry and the Land Registry.
Indeed, for the limitation on the non-attachment of the property to
the development of the business activity to be effective, the Act imposes
the guarantees contemplated in art. 8.3 Act 14/2013. According to such
provision, the registration of the entrepreneur with the Commercial Registry of his address must indicate the real estate property, whether
its owned alone or in common, that it intends to leave unattached
from the results of the business or professional trade. The registration
will be carried out in the form and with the requirements provided for
the registration of the individual businessperson. This is, a notarial certificate mandatorily filed by the notary via telematic means on the same
business day or the one following its authorisation by the Commercial
Registry will suffice for registration purposes, or the submission filed
with the recognised electronic signature of the business person, sent
via telematic means to such Registry.
For the property not to be attached, the legislator includes a second
guaranty mechanism in art. 10.1 Act 14/2013, which supports the Pu2. In this regard, J. Delago Ramos, Especialidades en la constitucin y ejecucin
de hipoteca sobre al vivienda habitual tras la Ley 1/2013 at, http://www.
notariosyregistradores.com/doctrina/ARTICULOS/2013-ley1-2013-especialidadesvivienda-habitual.htm.

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Private Company Law reform in Europe: the race for flexibility

blication of the limitation of liability in the Land Registry. Art. 10.1 Act
14/2013 provides that To be enforceable against third parties, the non-attachment of the primary residence to the results of the business or professional activity
must be registered with the Land Registry, on the page opened for the property.
Registration in the land registry requires prior registration of the
limited liability entrepreneur with the Commercial Registry. Art. 10.2
Act 14/2013 provides that the Registrar will issue a certification and
promptly send it, via telematic means, to the Land Registrar, always
within the same business day, so that it may be recorded in the registration entry of the primary residence of such entrepreneur.
4. The privilege of unsecured creditors and the administration with regard to the remaining creditors of the entrepreneur for business or professional debts
The non-attachable property, this is, the primary residence of the
businessperson, or the subrogated properties, are shielded against the
claim from potential creditors of the entrepreneur for business or professional debts3.
Indeed, the effectiveness of the limitation of liability of art. 8 Act
14/2013 consist in creating an exception to the regime of universal liability under art. 1911 CC and the married businesspersons specific liability regime under art. 6 Commercial Code, with the objective that his/
her liability and the creditors action of the, originating from business
or professional debts, do not reach the non-attached property.
With this regulation, the Act generates two categories of creditors
for entrepreneurs, private ones, and those who are creditors for business or professional debts.
Art. 9.3 Act 14/2013 establishes a guarantee for the latter, the creditors for business or professional debts, in the event of transformation of
the entrepreneur, providing that in so far as the creditors do not provi3.

664

Containing very critical considerations as regards the privileges that such regulation generates among creditors, J. Alfaro guila-Real, De leyes perversas y
legisladores bondadosos, 21 October 2013, at, http://www.elnotario.es/index.php/
opinion/ley-de-apoyo-a-los-emprendedores.

The limited liability entrepreneur and the successive formation limited company

de their express consent, the debtors universal liability will survive

for all debts contracted prior to his/her registration with the Commercial Registry as limited liability individual entrepreneur.
Together with the privilege of creditors for business or professional debts contracted prior to the registration of the limitation of liability,
art. 10.3 Act 14/2013 provides that the Registrar shall enter the preventive annotation of the attachment tied to the non-attached property to
guarantee non-business or non-professional debts or the ones deriving
from tax obligations or obligations with the Social Security system.
Pursuant to the first additional provision of this Act, debts of public law are excluded from this limitation of liability. Enforcement proceedings for such debts will be the ones provided for in their particular
regulation, with the specialties envisaged in the mentioned first additional provision.
The first Additional Provision of the Law develops the limitation
with regard to public institutional debts for the ERL. This is a rule imported from Act 20/2007 on the Statute of the Self-Employed Worker, a
rule that provides the ancillary nature of the primary residence with
regard to these debts, so that the attachment may only be enforced
against the primary residence of the ERL when the existing properties
are not sufficient to cover the debt, and it also provides that between the
1st attachment proceedings and the enforcement thereof, a term of two
years must lapse, requirements that may be qualified by the Registrar.
The first additional provision, regulating public institutional
debts of the limited liability entrepreneur provides that:
1. The provisions of Chapter II of Title I of this Act will not apply with
regard to public institutional debts of the limited liability entrepreneur, to be collected under the provisions of Act 58/2003, of 17 December, General Tax Law,
in Act 47/2003, of 26 November, General Budget Law, and in Royal Legislative
Decree 1/1994, of 20 June, enacting the Consolidated Text of the General Law
on the Social Security System.
2. In the case of the public institutional debts referred to in the previous
paragraph, the competent Public Administration may develop the collection

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Private Company Law reform in Europe: the race for flexibility

actions provided for in the above-indicated legislation, with the specialties regulated in the next paragraph below.
3. When the limited liability entrepreneurs primary residence is among
the attached properties, on the terms of section 2 of Article 8 of this Law, enforcement will be possible in the event that:
a) The debtor is not known to own any other properties, jointly valued at
a sufficient amount and capable of immediate realization in the debt collection
proceedings.
b) Between the notification of the first attachment proceedings with regard
to the property and the material implementation of the proceedings to dispose
of the same, a minimum period of two years must lapse. Such term shall not be
interrupted or suspended in any case, in the events of increase of the original
attachment or in the cases of extension of the annotations with the registry.
5.

Accounting duties

The limited liability entrepreneur must draw-up and, if appropriate, submit to an audit, the annual financial statements for its business
or professional activity, in accordance with the provisions for limited
liability sole shareholder companies.
Although this provision does not provide anything new for businesspersons who already have the duty, under art. 25 of the Code of
Commerce, to keep orderly and adequate accounting records for the
companys activity, and under Royal Decree 1514/2007, of 16 November,
enacting the Spanish Generally Accepted Accounting Standards for
small enterprises, this is something new for professionals4.
The limited liability entrepreneur must deposit his/her annual financial statements with the Commercial Registry.
Pursuant to art. 10.3 Act 14/2013, upon the lapse of seven months
from the end of the financial year, without the deposit of the annual
financial statements with the Commercial Registry taking place, the en4.

666

M. A. Rodrguez Arana warns about this in Apoyo a la iniciativa emprendedora (I): el emprendedor de responsabilidad limitada, la sociedad limitada de
formacin sucesiva, Ley de emprendedores. Aspectos fiscales, laborales, mercantiles y
administrativos, Lex Nova, 2013, p. 197.

The limited liability entrepreneur and the successive formation limited company

trepreneur will lose the benefit of limited liability with regard to debts
contracted subsequent to the expiration of such term. He/she will recover such benefit at the time he/she files the same.
The Law provides for a particular regime for businesspersons subject to the objective estimate arrangements, given that, the businesspersons and professionals who opt for the Limited Liability Entrepreneur
and who pay taxes under the objective estimate arrangement can comply with the accounting and account deposit duties provided for above,
by complying with the formal duties set forth in their tax regime and
by depositing a standard form, for both tax and commercial purposes,
on the terms implemented by the regulations.
III. Successive formation limited company
1. Introduction
Act 14/2013 provides for a new type of company, the Successive
Formation Limited Company (SLFS), whose main incentive is the possibility of incorporating a commercial company with more limited costs,
given that it obviates the requirement of a minimum share capital.
The company meets a series of characteristics concerning mainly
the following aspects: In first place, there is no minimum share capital
requirement for incorporation; in second place, it has special features to
protect third party creditors, given that it alters certain principles of the
Limited Liability Company (SRL) regime regarding the requirement for
a minimum share capital for incorporation; in fourth place, insofar as the
minimum share capital is not reached, it must be indicated in the articles
of association that the company is subject to the specific liability regime.
Indeed, the share capital of the limited liability company cannot
be less than three thousand Euros, but the Law allows incorporating
limited liability companies with a share capital figure below the legal
minimum. The Act modifies art. 4 Spanish Corporate Enterprises Act
(Real Decreto Legislativo 1/2010, de 2 de julio, por el que se aprueba el
texto refundido de la Ley de Sociedades de Capital, TRLSC 2010) which
literally confirms the possibility of incorporating limited liability com-

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Private Company Law reform in Europe: the race for flexibility

panies with a share capital figure of less than the legally required minimum, on the terms set out in the law.
It is detailed that it is inferred from the legal text that the lower
statutory minimum share capital cannot be zero, given that otherwise
the article should have said more precisely that companies could be incorporated with no need of share capital5. This is also inferred from art.
23 d), when it speaks of a share capital lower than the statutorily required minimum and it continues to require, as contents of the Articles of
Association, an indication of the shares it is divided into, their nominal
value and correlative numbering. None of this would be possible if the
share capital were zero, nor would it be possible to set the share of each
shareholder according to the share capital contributed to the company.
Therefore, the successive formation company must have a share capital
figure, whatever it may be, but share capital in any case.
This figure is inspired in the reforms adopted in other countries of
our environment Germany, Belgium with the objective of lowering
the initial cost of incorporating a company.6.
The objective is thus to provide an incentive for the incorporation of
new companies, by liberalizing the obligation to contribute the initial share
capital, but as we will have the opportunity to consider, the Act maintains
the requirements of the role played by the share capital, as a retention figure and as a specification of the amount of liability. From a legal standpoint,
the share capital operates as a retention figure given that, since it appears
as an item of the net equity in the companys balance sheet, it prevents
the distribution of profits while the net equity does not exceed a certain
amount, pursuant to art. 36 Spanish Code of Commerce and art. 273 TRLSC 2010. Failure to integrate is sanctioned in art. 136.1 TRLSC 2010, in the
context of an original acquisition of own shares, through the regime of joint
and several liability that affects the founding shareholders in the case of
simultaneous incorporation and the directors in the case of a share capital
increase. Art. 392 TRLSC 2010 contemplates the distribution of the liquida5. J. A. Garca Valdecasas, J. F. Merino Escartn, Resumen de la Ley de Emprendedores y su internacionalizacin at, http://www.notariosyregistradores.com/
doctrina/resumenes/2013-emprendedores.Htm.
6. J. Snchez Montalbn, Ley de apoyo a los emprendedores in Ley de apoyo a los
emprendedores y su internacionalizacin. Anlisis de los mbitos educativo, mercantil,
tributario y laboral, CEF, 2013, p. 54.

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The limited liability entrepreneur and the successive formation limited company

tion proceeds according to the paid-up share capital, a criterion that also
works in the opposite direction, to distribute the losses.
As we will have the opportunity to consider, these aspects of corporate enterprises regulation are also in force for successive formation
capital companies.
Act 14/2013, to guarantee an adequate protection for third parties,
the Spanish Corporate Enterprises Act provides in arts. 4 and 4 bis a special regime for this type of company until the company does not voluntarily
reach the minimum share capital to incorporate a Limited Liability Company.
The companies will be subject to limits and obligations to strengthen their shareholders equity and promote the growth of these companies through self-financing by reinvesting the profits obtained from their
business activity. Such limits affect the requirements to gradually make
allocations to the reserve fund, the prohibition to distribute dividends,
and the accountability for outstanding dividends until completing the
minimum share capital figure at the time of winding-up the company.
This set of measures make up the so-called regime of successive
formation, which we will examine below, which confirms the criterion
that the intention was to maintain the functions of share capital as a
guarantee for creditors.
Thus, one of the critical comments with regard to this Act is that
it has created a complicated system that has done without other more
simple alternative solutions, such as using rules that regulate the payup regime of arts. 78 and 79 TRLSC 2010. The derogation of the requirement to complete the share capital figure, provided for in art. 78 TRLSC
2010, and extending the regime for paying up the shares in the Public
Limited Companies (SA) would have achieved similar results7.
2. Successive formation regime
The successive formation regime is contemplated in art. 4, 4 bis
and 5 of the Law, defining various key aspects.
7. J. Alfaro guila-Real, De leyes perversas y legisladores bondadosos, 21
October 2013, at, http://www.elnotario.es/index.php/opinion/ley-de-apoyo-a-losemprendedores.

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In first place, the duty to make allocations to the legal reserve is toughened (twenty per cent of the profits must be allocated always). According
to art. 4. 1. A) Act 14/2013, an amount of at least 20 per cent of the years
profit, with no quantitative limitation, must be allocated to the legal reserve.
In second place, the distribution of dividends is prohibited until
the net equity reaches the minimum share capital required for limited liability companies. Art. 4.1 b) Act 14/2013 provides that Once the
statutory requirements or the requirements provided for in the Articles of Association are covered, dividends may only be distributed to
the shareholders if the net equity value is not less than 60 per cent of
the minimum statutory share capital. It deals with the distribution of
dividends, but it extends also to any consideration acquired through
ancillary services, so that the shareholders performing the same may
not receive a remuneration or retribution for such services, outside the
mentioned limit. This limit does not operate, as the Article itself states,
in the case of professional services provided to the company.
In third place, there is a limitation of the annual remuneration of the
shareholders and directors, which may not exceed twenty per cent of the
profit in the net equity. Indeed, art. 4.1 c) Act 14/213 provides that the
annual aggregate sum of the remuneration paid to shareholders and
directors for exercising such offices during such years may not exceed
20 per cent of the net equity for the relevant year, without prejudice to
any remuneration to which they may be entitled as employees of the
company, or as a result of the provision of professional services that the
company itself engages with such shareholders and directors.
It must be noted here that the law deals at this point with the
debated problem of director remuneration and its compatibility with
the services that such director may provide for reasons other than
the fulfilment of his/her tasks. We believe, in any case, that the interpretation of director remuneration made by the General Directorate
of Registrars and Notaries (DGRN) must be complied with. This is,
we do not believe that any change occurs in the doctrine of case-law
with the possibility offered by this Article of remunerating the director for his work as employee or for his/her occasional professional
services. It goes without saying that such 20% limit is aggregate, and

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The limited liability entrepreneur and the successive formation limited company

thus all possible remunerations of shareholders or directors, jointly

considered, may not exceed 20% of the net equity8 .
In fourth place, in the event of liquidation, the shareholders and
directors of Successive Formation Limited Companies will be jointly
and severally liable for paying up the minimum capital required for
limited liability companies, if the net equity is not sufficient to meet
the payment of obligations. Art. 4.2 Act 14/2013 literally states that in
the event of liquidation, whether voluntary or compulsory, if the companys equity is not sufficient to meet the payment of its liabilities, the
shareholders and directors of the company shall be jointly and severally
liable for the payment of the minimum share capital amount set forth in
the Law. This means that the shareholders liability is increased in this
corporate form, given that a shareholder in an ordinary limited liability
company is liable for the contribution of the proportional part of the
share capital, always correlative to its contribution commitment, while
in the case of a successive formation limited company, the share in proportion to the capital does not prevent, with regard to third parties, the
joint and several liability for the whole share capital figure.
In fifth place, the Law does not require evidence of the actual monetary contributions by the shareholders to be provided in the incorporation
of successive formation limited companies. When a capital company is incorporated, a Certificate is required to be submitted to the Notary, issued
by a financial institution, and evidencing the existence of an account in
the name of the Company, and showing that the payments made by the
shareholders add up to the minimum share capital, in the case of a limited
liability company, 3,000 Euros. In the case of the SLFS, it is not mandatory
to submit such bank certificate, and a statement by the shareholders declaring that they undertake to contribute the same in the future will suffice.
However, the founders and anyone who acquires any of the shares assumed upon incorporation will be jointly and severally liable towards the
company and the companys creditors for the reality of such contributions.
Lastly, together with the elements that must normally be recorded
in the Articles of Association that govern corporate enterprises, together
8. J. A. Garca Valdecasas, J. F. Merino Escartn, Resumen de la Ley de Emprendedores y su internacionalizacin at, http://www.notariosyregistradores.com/
doctrina/resumenes/2013-emprendedores.htm.

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with the ordinary mentions that make up their usual contents the name
of the company, the corporate purpose, the registered office, the ways of
organizing corporate governance, the number of directors or the way of
deliberating and passing resolutions, it provides for other specific elements in the case of SLFS. Art. 23 Act provides for a special content for
successive formation limited companies, given that it establishes for such
successive formation limited companies, and while the share capital figure is less than the minimum fixed, that the articles of association will
contain an express statement that the company is subject to such regime.
Due to such a requirement, the Commercial Registrars will record
such circumstance, ex officio, in the companys document subject to registration, as well as in any certificates issued.
Bibliography
Aguado Carretero/Berzal Andrade/Ceniceros/Durn-Sindreu, Memento experto, Emprendedores, Ed. LEFEBRE, 2013.
J. Alfaro guila-Real, De leyes perversas y legisladores bondadosos,
21 October 2013, at, http://www.elnotario.es/index.php/opinion/ley-deapoyo-a-los-emprendedores.
J. Delago Ramos, Especialidades en la constitucin y ejecucin de hipoteca sobre al vivienda habitual tras la Ley 1/2013 at, http://www.
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