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

Share capital reduction in a Sociedad Limitada (SL, Spanish limited company) is filed with Notario + Registro Mercantil + BORME. 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 (ITP/AJD) at 1 % if contributions are returned to the shareholders. AJD (stamp duty) if property is involved. Reductions for losses or to create reserves: no Operaciones Societarias tax.

We handle the reduction of the share capital of your SL (LSC arts. 317-342) for all 4 purposes: RESTORING the balance between capital and net assets (losses), CREATING legal or voluntary RESERVES, RETURNING CONTRIBUTIONS to the shareholders (with creditor protection: JOINT AND SEVERAL liability for 5 years under art. 331, or the alternative of a non-distributable reserve under art. 332), or an ACCORDION OPERATION (a reduction to zero plus a simultaneous increase, to refloat the company). We check that the balance sheet is less than 6 months old (art. 323), the statutory majority, the BORME publication and, if contributions are returned, the 1 % Operaciones Societarias tax (ITP/AJD) on the amount returned.

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Estimated total cost: from €424
Managora's fee: €240.79 (21% VAT incl.)
Tasa (official government fee): Operaciones Societarias (ITP/AJD) at 1 % if contributions are returned to the shareholders. AJD (stamp duty) if property is involved. Reductions for losses or to create reserves: no Operaciones Societarias tax. (suplido: paid to the authority on your behalf, no VAT)
Processing time: Total processing time 6-10 weeks. Immediate BORME publication, plus the deed, plus 15-30 days at the Registro Mercantil (Companies Registry).
Where it is filed: Notario + Registro Mercantil + BORME ↗
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 €). If contributions are returned to the shareholders, Operaciones Societarias at 1 %, varying by region; AJD varies if property is involved..

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

1Answer the questions in the chat (around 10 minutes).
2We identify the purpose and check the requirements: a balance sheet less than 6 months old, the statutory majority, the BORME, and creditor protection in an SL.
3If contributions are returned: we recommend the non-distributable reserve option, to release you from the 5-year joint and several liability.
4If there are losses and a compulsory reduction under art. 327: we set up the right procedure.
5Payment of 199 € for our fee, plus around 320-500 € for the notary, around 200 € for the Registro Mercantil, around 50 € for the BORME, and Operaciones Societarias if contributions are returned.
6Sign the mandate from your mobile.
7We draft the deed for you, meeting every formal requirement.
8We arrange the notary appointment.
9We file the modelo 600 for Operaciones Societarias where applicable, plus the registration at the Registro Mercantil. It takes effect from registration (art. 318 LSC).

Which documents do you need?

•The company's CIF (tax number) and its Registro Mercantil details.
•The minutes of the general meeting that approved the reduction.
•The notice of the meeting, published or served in accordance with art. 186 LSC.
•A verified balance sheet dated no more than 6 months before the resolution (audited in companies that are required to be audited).
•If contributions are returned: details of the shareholders receiving them and the method of payment.
•For an accordion operation: the documents for the simultaneous increase.
•Publication of the resolution in the BORME.

Legal basis and things to bear in mind

AUDITOR (cost NOT included): if the reduction is due to LOSSES or is an accordion operation, the balance sheet must be verified by an auditor (art. 323 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. 317-342 plus ITP-AJD art. 19.1.1 (Operaciones Societarias at 1 % where contributions are returned, which is not exempt).
The 4 purposes (art. 317 LSC): restoring the balance between capital and net assets (losses), creating reserves, returning contributions to the shareholders, and the accordion operation.
CREDITOR PROTECTION in an SL (art. 331 LSC): if contributions are returned, the shareholders who receive them are JOINTLY AND SEVERALLY liable with the company for its earlier debts for 5 YEARS from registration.
THE ALTERNATIVE under art. 332 LSC: setting aside a non-distributable reserve of the same amount releases that joint and several liability. It is the usual choice where the shareholders want protection.
COMPULSORY REDUCTION (art. 327 LSC): if losses bring the net assets below 2/3 of the share capital and 1 financial year passes without the position being restored, the capital must be reduced.
ACCORDION OPERATION (arts. 343-345 LSC): a reduction to zero plus a simultaneous increase. It allows loss-making companies to be refloated. The reduction to zero must comply with creditor protection.
Balance sheet: art. 323 LSC requires a balance sheet dated no more than 6 months before the resolution, verified by the director or audited in companies that are required to be audited.
Majority: art. 199 LSC: more than 50 % of the share capital.
BORME: publication of the resolution is compulsory (art. 319 LSC), except for certain specific reductions.
Operaciones Societarias (ITP/AJD) at 1 % if contributions are returned to the shareholders. Unlike a capital increase, this is NOT exempt. It is calculated on the value of the assets returned.
Natural connections: ampliacion_capital_sl (the reverse transaction), disolucion_liquidacion_sl, deposito_cuentas_anuales, modificacion_estatutos_sl.

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

Share capital reduction 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 €). If contributions are returned to the shareholders, Operaciones Societarias at 1 %, varying by region; AJD varies if property is involved.. 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 (ITP/AJD) at 1 % if contributions are returned to the shareholders. AJD (stamp duty) if property is involved. Reductions for losses or to create reserves: no Operaciones Societarias tax..

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

Total processing time 6-10 weeks. Immediate BORME publication, plus the deed, plus 15-30 days at the Registro Mercantil (Companies Registry).

Share capital reduction 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 minutes of the general meeting that approved the reduction., The notice of the meeting, published or served in accordance with art. 186 LSC., A verified balance sheet dated no more than 6 months before the resolution (audited in companies that are required to be audited)., If contributions are returned: details of the shareholders receiving them and the method of payment., For an accordion operation: the documents for the simultaneous increase., Publication of the resolution in the BORME.. 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 + BORME. 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 + BORME ↗.

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