The Congress approves the Law for the Creation and Growth of Companies (“Ley Crea y crece”), one of the main reforms of the Spanish Recovery Plan. The text is pending publication in the Spanish State Gazette (“BOE”) and its subsequent entry into force but, among others, covers the following topics:
Creation of companies
For the creation of a Limited Liability Company, the initial capital requirement of 3,000 euros is removed and the minimum initial capital is set at 1 euro. However, at least 20% of the profits obtained since the creation of the company must be allocated to a legal reserve until this, together with the share capital, reaches 3,000 euros.
In order to reduce time and costs, it is possible to incorporate a company in its entirety and to carry out the procedures related to the start-up of the company through the Spanish Information Centre and Business Creation Network (“CIRCE”).
Electronic invoice
B2B: electronic invoices will be mandatory in all commercial relations.
B2C: Companies providing services to private individuals must issue and send electronic invoices in their commercial relations with natural persons if they have expressly requested or accepted it. However, travel agencies, transport services and retail businesses are only obliged to issue electronic invoices if the contract has been made by electronic means.
It is mentioned that there are subsidy programs that will facilitate digitization, in particular the Digital Toolkit program (funds of more than 3 billion euros). Companies have to analyse their situation and identify their digitization needs, including the adoption of electronic invoicing. These funds should allow smaller companies to have a transition period to adapt and get the necessary support in the implementation of electronic invoicing.
Measures against late payment
Companies that do not comply with payment deadlines will not be able to access public subsidies or be a collaborating entity in commercial operations.
The Government will create the National Late Payment Observatory (“Observatorio Estatal de la Morosidad Privada”) within six months from the entry into force of the law. The Observatory will monitor payment terms and late payments in commercial transactions; and will promote good practices in this area, such as awareness campaigns.
Measures to improve financing
Measures are included to enhance financing instruments for business growth, making alternative financing mechanisms, such as crowdfunding, collective investment and venture capital, more flexible.
