Catalonia-Israel Commerce Chamber

There are two basic ways of carrying out a business activity in Catalonia: by setting up a company, with liability limited to the company’s assets, or on a self-employed basis. Choosing the appropriate type of business organisation for the activity depends on the investor’s interests and strategy. Under the current legal framework, there is a broad range of possibilities with flexibility to adapt to the particular needs of each investor.

Spanish legislation provides various legal frameworks for companies, that can be considered the most common type of investment. The main ones are the Public Limited Company (Societat Anònima, SA) and the Private Limited Company (Societat de Responsabilitat Limitada, SL), which are characterised by the limitation of investors’ liability to their contribution to the company.

• The Public Limited Company (SA) form is advisable for large businesses and/or projects, both commercial and industrial, and requires a substantial capital investment, which can be obtained by offering shares to the public. However, many medium-sized companies also choose this form of business organisation because of the ease with which shares can be transferred. It is worth noting that there are some sectors in which the investment must be mandatorily made through a Public Limited Company: these include the banking, insurance and television sectors, among others.
• The Private Limited Company (SL) is the form usually adopted by small and medium-sized companies, because of the lower minimum share capital required. In any case, their high degree of flexibility in terms of management and organisation also makes them appealing for setting up large businesses for which these factors are relevant, such as business partnerships or portfolio companies. However, if the entrepreneur is a foreign legal person, it is quite common to set up an entity without its own legal personality, such as a Branch or Representative Office.
• Other structures may be interesting for the establishment of specific projects, such as Private Partnerships (Societats Civils Privades), Economic Interest Groups (Agrupacions d’Interès Econòmic) and Cooperatives (Societats cooperatives). Although the investor’s liability is unlimited in these frameworks, their great operating flexibility and certain special features of their associated tax regimes may make them advantageous for particular projects.
• On the other hand, their great operational flexibility and some particularities of tax regimes which apply to them can make them advantageous for certain projects. Another business form is the New Firm Private Limited Company (Societat Limitada de Nova Empresa), a new subtype of Private Limited Company which is much quicker and easier to incorporate (24 h), through standard forms and electronic media. It also has simpler accounting obligations and a high degree of flexibility. It is intended for small business and individual entrepreneurs.     

A self-employed worker (treballador per compte propi / autònom) is any worker who pursues a for-profit economic activity on a regular basis, in person and directly, without being subject to a contract of employment. The only legal requirements are that the person who is to carry out the business activity must be of full legal age (18 or over) and have sufficient legal capacity to carry it out. If a foreigner wishes to carry out an activity on a self-employed basis, he or she must have the legal capacity to conduct a business activity under the national law of his or her country of origin, and must obtain authorisation (the relevant work and residence permit) from the relevant Government office. 

Outline of the main business forms that a foreign company may take up in Catalonia.

Legal equivalents in different countries