Commercial transactions
Once you have your company up and running, and during the course of the company’s life, there are a number of situations that may require updates to the Commercial Register or the need for business planning to bring the company into line with legal requirements or tax optimisation.
These operations may include, among others, the increase or reduction of capital, the purchase or sale of shares, merger or spin-off operations…
Rely on us to carry out a study and determine an action plan to bring the company into line with commercial legislation and to optimise the tax bill in compliance with current legislation.
FAQs
Can you pay for a stake in a Spanish limited company (SL) in two instalments through a capital increase?
Not within the same capital increase. In a Spanish SL (Sociedad Limitada, private limited company), new shares – both nominal value and share premium – must be paid up in full when the increase is executed (art. 78 LSC). To invest in tranches, you carry out two successive capital increases or combine a first equity tranche with a convertible or participating loan, all governed by a shareholders' agreement.
Last updated: 22/10/2026
What is the best way to invest in a Spanish SL: through a Spanish company or a UK company, and via a capital increase or a loan?
For a meaningful stake, investing through a Spanish SL via a capital increase is usually preferable. With at least 5% held for one year, future dividends and capital gains are 95% exempt (art. 21 LIS). Investing through a UK company means Spanish non-resident withholding tax, a review of UK tax treatment and filing form D-1A.
Last updated: 22/10/2026