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Share capital increase in a Sociedad Limitada (SL, Spanish limited company)

Share capital increase in a Sociedad Limitada (SL, Spanish limited company) is filed with Notario + Registro Mercantil correspondiente. With Managora you do it 100% online: you answer a few questions, sign a digital mandato (power of representation) and we draft, sign and file your application for you. Estimated total cost: from €424. Official tasa (government fee): Operaciones Societarias (capital duty): exempt since RD-Ley 13/2010 (a modelo 600 is filed declaring the exemption). If you contribute property, AJD (stamp duty) of 1,5 % of its value (varying by CCAA (autonomous region)). The increase also requires a notarial public deed (LSC art. 313) and registration at the Registro Mercantil (Companies Registry), with publication in the BORME (LSC art. 314): the notary's and the registry's scale fees are payable by you, indicatively several hundred euros depending on the size of the increase.

We handle the increase of the share capital of your SL (LSC arts. 295-316) in all 5 forms: CASH contributions (art. 297, which must be paid up in full), NON-CASH contributions (art. 300, with no independent expert's report needed in an SL), by SET-OFF OF DEBTS (art. 301, which must be 100 % liquid, due and payable), by CAPITALISING RESERVES (art. 303, with no payment) or MIXED. We check the statutory majority at the general meeting (more than 50 % of the capital, art. 199 LSC), that the meeting was properly called (art. 186), the pre-emption right over the new shares (art. 304, a 1-month period) and, where it is excluded, the requirements of art. 308. The transaction is EXEMPT from Operaciones Societarias tax (RD-Ley 13/2010), but a modelo 600 is still filed declaring the exemption.

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Estimated total cost
from €424
Managora's fee
€240.79 (21% VAT incl.)
Tasa (official government fee)
Operaciones Societarias (capital duty): exempt since RD-Ley 13/2010 (a modelo 600 is filed declaring the exemption). If you contribute property, AJD (stamp duty) of 1,5 % of its value (varying by CCAA (autonomous region)). The increase also requires a notarial public deed (LSC art. 313) and registration at the Registro Mercantil (Companies Registry), with publication in the BORME (LSC art. 314): the notary's and the registry's scale fees are payable by you, indicatively several hundred euros depending on the size of the increase. (suplido: paid to the authority on your behalf, no VAT)
Processing time
Total processing time 6-10 weeks (general meeting plus the 1-month subscription period plus the deed plus 15-30 days at the Registro Mercantil).
Where it is filed
Notario + Registro Mercantil correspondiente ↗
What you receive
Application

Cost breakdown: Our fee 199 € plus the notarial deed (from around 150 €) and registration at the Registro Mercantil (from around 75 €). Operaciones Societarias is exempt. If you contribute property, AJD of 1,5 % of its value, varying by region..

Share capital increase in a Sociedad Limitada (SL, Spanish limited company): how is it filed?

  1. 1Answer the questions in the chat (around 12 minutes).
  2. 2We identify the form and check the requirements: the statutory majority, the notice of the meeting, the pre-emption right and full payment for a cash increase.
  3. 3If you contribute property: we coordinate the public deed and registration at the Land Registry as well as at the Registro Mercantil.
  4. 4Payment of 199 € for our fee, plus around 350-600 € for the notary, 200-400 € for the Registro Mercantil and AJD if property is involved.
  5. 5Sign the mandate from your mobile.
  6. 6We draft the draft deed for you, meeting every formal requirement.
  7. 7We arrange the notary appointment.
  8. 8We file the modelo 600 for Operaciones Societarias declaring the EXEMPTION.
  9. 9Registration at the Registro Mercantil. The increase takes effect from registration (art. 314 LSC).
  10. 10We update the register of shareholders with the new capital breakdown.

Which documents do you need?

  • •The company's CIF (tax number) and its Registro Mercantil details (the deed of incorporation).
  • •The minutes of the general meeting that approved the increase (with the agenda and the majority obtained).
  • •The notice calling the meeting (publication in the BORME / on the website / notice to the shareholders).
  • •For a cash increase: the bank certificate showing the funds paid up in full (valid for 2 months).
  • •For a non-cash increase: a detailed description of the asset contributed and its valuation. For property: the nota simple registral (Land Registry extract).
  • •For a set-off of debts: the contracts, the invoices, an accounting certificate and the creditor's declaration.
  • •For a capitalisation: an audited balance sheet, or one drawn up no more than 6 months earlier, showing the available reserves.

Legal basis and things to bear in mind

  • AUDITOR (cost NOT included): for an increase charged to RESERVES, the balance sheet must be verified by an auditor (art. 303.2 LSC), and the Registro Mercantil appoints one if the company does not have its accounts audited. We tell you that cost and that timescale BEFORE you pay; our fee does not cover them. Legal framework: LSC arts. 295-316 plus ITP-AJD (LITP art. 19 plus the additional provision of RD-Ley 13/2010: the exemption from Operaciones Societarias).
  • The 5 forms: cash (paid up in full), non-cash (no independent expert needed in an SL), set-off of debts (100 % liquid, due and payable), charged to reserves (no payment), mixed.
  • Majority: art. 199 LSC requires more than 50 % of the share capital. The articles of association may require a higher majority.
  • Notice of the meeting: art. 186 LSC: 15 days' notice, in the BORME plus a newspaper / on the website / by individual written notice, with a detailed agenda.
  • Pre-emption right over the new shares (art. 304 LSC): the shareholders have the right to subscribe the new shares in proportion to their holdings. The minimum statutory period is 1 month. Excluding it (art. 308) requires that it be in the company's interest, a directors' report and a higher majority.
  • Operaciones Societarias has been exempt since the additional provision of RD-Ley 13/2010. A modelo 600 is still filed declaring the exemption (failing to file it is a tax offence).
  • AJD where PROPERTY is contributed: 1,5 % of its value (not exempt, because ownership changes hands). Connections: nota_simple_rp for the property contributed.
  • Effectiveness: the increase takes effect from REGISTRATION at the Registro Mercantil (art. 314 LSC), not from the deed and not from the resolution.
  • Natural connections: reduccion_capital_sl (the reverse transaction), modificacion_estatutos_sl, deposito_cuentas_anuales, libros_oficiales_legalizacion.

Share capital increase in a Sociedad Limitada (SL, Spanish limited company): frequently asked questions

Share capital increase in a Sociedad Limitada (SL, Spanish limited company): how much does it cost?

The estimated total cost (our fee + official tasas and taxes) is from €424: Our fee 199 € plus the notarial deed (from around 150 €) and registration at the Registro Mercantil (from around 75 €). Operaciones Societarias is exempt. If you contribute property, AJD of 1,5 % of its value, varying by region.. Managora's fee is €240.79, 21% VAT included (€199.00 net + €41.79 VAT). The official tasa charged by the authority (a suplido paid on your behalf, no VAT) is: Operaciones Societarias (capital duty): exempt since RD-Ley 13/2010 (a modelo 600 is filed declaring the exemption). If you contribute property, AJD (stamp duty) of 1,5 % of its value (varying by CCAA (autonomous region)). The increase also requires a notarial public deed (LSC art. 313) and registration at the Registro Mercantil (Companies Registry), with publication in the BORME (LSC art. 314): the notary's and the registry's scale fees are payable by you, indicatively several hundred euros depending on the size of the increase..

Share capital increase in a Sociedad Limitada (SL, Spanish limited company): how long does it take?

Total processing time 6-10 weeks (general meeting plus the 1-month subscription period plus the deed plus 15-30 days at the Registro Mercantil).

Share capital increase in a Sociedad Limitada (SL, Spanish limited company): which documents do I need?

You need to have to hand: The company's CIF (tax number) and its Registro Mercantil details (the deed of incorporation)., The minutes of the general meeting that approved the increase (with the agenda and the majority obtained)., The notice calling the meeting (publication in the BORME / on the website / notice to the shareholders)., For a cash increase: the bank certificate showing the funds paid up in full (valid for 2 months)., For a non-cash increase: a detailed description of the asset contributed and its valuation. For property: the nota simple registral (Land Registry extract)., For a set-off of debts: the contracts, the invoices, an accounting certificate and the creditor's declaration., For a capitalisation: an audited balance sheet, or one drawn up no more than 6 months earlier, showing the available reserves.. You do not upload them here: we collect the details through the guided chat.

Who files the procedure?

Managora files it in your name with Notario + Registro Mercantil correspondiente. You only provide the details through the chat and sign a mandato (power of representation); we prepare, sign and register it.

Can it be done online?

Yes. The whole process is online: you answer a few questions in the guided chat, sign a simple mandato on screen and receive the receipt and the official documents by email, with full legal validity.

Related procedures

Based on the legislation in force and on the official site of the competent authority: Notario + Registro Mercantil correspondiente ↗.

Shall we get started with «Share capital increase in a Sociedad Limitada (SL, Spanish limited company)»?

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