On September 29, 2022, Law 18/2022 on the Creation and Growth of Companies was published, which comes into force on October 19, 2022.
We can say that it modifies and adds new regulations, to:
The regulation to create a RSC (Limited Liability Company): with a share capital of one euro, introducing reforms to facilitate its constitution. This means the elimination of the requirement of 3,000 euros minimum share capital. Its puts a reduction of the cost in its creation. This symbolic euro as capital is intended to be significant, insofar as it guarantees the consistency of the regulations.
If the minimum capital is €3,000, there are two rules to comply with:
– At least 20% of the profit must be allocated to the Legal Reserve until the sum of this and the capital is 3000€.
– In the event of liquidation, if the equity is insufficient to meet the payments, the partners are liable for the difference between the amount of €3,000 and the subscribed capital.
Promotion of the use of electronic invoices: to facilitate transparency and control of the commercial traffic, as well as to stop delinquency in commercial operations. Inventive measures are incorporated to comply with payment deadlines, being a requirement to be able to obtain subsidies or for the establishment of a penalizable condition in the scope of the Public Sector Contracts Law. Depending on the type of company that is presented, they have a duty of information:
– All trading companies include in their annual report their average payment period to suppliers.
– Listed companies shall publish on their website the average payment period, monetary volume and number of invoices paid in a maximum period established in the regulations on late payment and the percentage that the number of invoices represents of the total amount paid to suppliers in €. It must be included in the Annual Accounts report.
– Unlisted companies that do not present abridged Annual Accounts shall publish their average payment period, monetary volume and number of invoices paid in a maximum period as established in the regulations, as well as the percentage that the number of invoices represents of the total amount paid to suppliers in euros. It must be published on the website and in the notes to the Annual Accounts.
The ICAC will indicate the necessary adaptations to the provisions of this law, so that companies that do not fall within the situations mentioned above can apply the calculation methodology.
Improvement of the regulation, by the modification of the Law of Guarantee of Market Unity: that deepens in cooperation and confidence between the Public Administrations. Reinforcing the “windows” in which the companies claim when they consider that the Administrations do not comply with economic regulations.
Measures for potential financing instruments: this boosts growth, as it allows the flexibility of alternative financing mechanisms such as Crowfunding, Collective Investment and Venture Capital.
New legal regime for participatory financing/crowdfunding platforms, which are those companies whose activity is to connect individuals or legal entities that offer or request financing for a project. In 2020 the European Union approves the regulation that establishes an exhaustive regime for the platforms, which gives us to understand that it is a more important type of financing.
The Law adapts to the European regime, to facilitate and promote the use of these platforms, to provide services to the entire European Union. Its main points to highlight are:
– Inclusion of a new category Portfolio Management, allowing the service provider to invest funds on behalf of the investment.
– Single individual investment limit per project for retail investors of €1000 or 5% of wealth. If they want to exceed the limit, they will receive a risk warning and must give express consent.
To summarize the Law roughly we can say that the creation of companies and their growth have an important role in economic growth.
The project aims to improve the current business climate in the country, as well as to boost the growth (of SMEs), encourage the increase of business size, the deployment of collaboration and interaction networks, business start-ups…