Partnership and business formation laws in Spain.

Default partnership rules in Spain

In a Spanish sociedad colectiva (general partnership), profits are distributed proportionally to each partner's capital contribution by default (Código de Comercio Art. 140). Partners are jointly and severally liable for partnership debts. The partnership must be registered in the Mercantile Registry (Registro Mercantil). Spanish partnership law prohibits clauses that exclude any partner entirely from profits. A partnership agreement can modify the default split.

In Spain, profits are split proportionally to capital contributions by default. This means a partner who invested 80% of the capital would receive 80% of the profits. While this may seem more intuitive than the equal-split default in some countries, it still fails to account for non-cash contributions like time, expertise, and relationships. A written partnership agreement should address all types of contributions.

Sociedad Limitada (SL) in Spain

The SL (Sociedad Limitada) is the standard entity for Spanish startups. Since Ley Crea y Crece (2022), the minimum share capital is just €1 for all new SL companies, down from the previous €3,000. Formation requires a notarial deed (escritura pública) and registration in the Mercantile Registry, costing €500–€1,500 total. The process takes 2–4 weeks. Share transfers must be executed by notarial deed. Pre-emption rights for existing shareholders are mandatory by law. A shareholders' agreement (pacto de socios) is separate from the articles (estatutos) and is recommended.

Without a shareholders' agreement, the relationship between founders is governed by the country's default rules, which rarely account for the realities of a startup — where contributions change over time and early effort often goes uncompensated. An operating agreement or shareholders' agreement is essential. Use our equity calculator to determine a fair split based on actual contributions.

What happens when a partner leaves in Spain

In a sociedad colectiva, a partner can withdraw according to the partnership agreement. Death of a partner does not automatically dissolve the partnership if the agreement provides for continuation. For SL companies, share transfers require a notarial deed and are subject to mandatory pre-emption rights. If shareholders cannot agree on a transfer price, an auditor determines fair value. Minority shareholders holding at least 5% can request a special audit.

A written agreement should address departure terms specifically, including how the buyout value is calculated, the payment timeline, vesting schedules, and any non-compete provisions. Understanding the concept of dead equity is important for managing these situations. Learn more about how dead equity affects businesses.

Marriage and business equity in Spain

Spain's default matrimonial regime varies by autonomous community. In most of Spain, sociedad de gananciales (community of property) applies — assets acquired during marriage are community property. Catalonia, Basque Country, Aragon, Navarra, and parts of other regions default to separate property (separación de bienes). The applicable regime depends on where the couple marries or first establishes residence. A marriage contract (capitulaciones matrimoniales) can choose any regime. Business interests acquired during marriage in community property regions belong to the marital community.

Formation and cost details

Frequently asked questions

Related resources

• Equity calculator: find a fair split for your business
• Does your small business need an equity agreement?
• Equity for small businesses: the complete guide
• Dead equity calculator: how much is yours costing you?
• Slicing Pie calculator
• What is an operating agreement?
• All 32 European countries: partnership and formation laws
• US state directory: partnership and LLC default rules