To set up a Limited Company online, or Limited Liability Company, is a possibility that will be feasible foreseeably in May 2024. Therefore, we will have to wait until then to be able to do it, but this will undoubtedly speed up the procedures.
So far, both the Capital Companies Act and the Entrepreneurs Support Act regulate the set up of Limited Companies by telematic means through the Circe system. And on the basis of the electronic single document (DUE), using standard bylaws. However, this system requires the personal appearance before the notary’s office of the founders or, failing that, of their representatives.
How to set up a Limited Company online?
Thus, in order to comply with the mandate of the European legislator to digitalize the creation of companies and to contemplate an entirely online procedure, Spain, through Law 11/2023, transposes to our legal system the Directive (EU) 2019/1151. Which will allow the creation of companies without the need for physical presence at any step.
How to proceed?
This assumption will be applicable both at the time of set up, as well as to subsequent corporate modifications and the registration of branches by applicants who are EU citizens. As in the case of the CIRCE platform, standard articles of association will be admitted.
Consequently, the Notary Law would be amended with the introduction of a new article, article 17ter, which will enter into force on 09/11/2023. This article will regulate that it will be possible to grant and authorize through videoconference for the exercise of the notarial public function of several acts.
Among them are the mercantile policies; the setting up of companies, appointments and mercantile powers of attorney of all kinds foreseen in the mercantile legislation. As well as the granting of any corporate act as long as in case of containing contributions of the partners to the social capital they are monetary. In contrast to what is allowed by the CIRCE platform, since it could proceed with the telematic set up of limited liability companies whose contributions may or may not be monetary.
How long would it take to set up a Limited Company online?
As far as the deadline is concerned, the registration will be carried out in six working hours. Included within the opening hours set by the registries. And counted from the day following the day of the date of the filing entry. Or, as the case may be, from the date of return of the document withdrawn.
In other cases, the qualification and registration will be carried out within a maximum period of five working days.
How will payments and contributions be made?
Monetary contributions will be made by means of an electronic payment instrument widely available in the EU. Which has to allow the identification of the person who made the payment. As well as being provided by an electronic payment service provider or financial institution established in a Member State.
Legal security
Finally, the documentation, valuation and transmission of the monetary contributions will be electronically instrumented. And it will not be necessary to prove the reality of these contributions at the set up. If the founders state in the deed that they will be jointly and severally liable to the company.
