Owning a company alone: the single-member company (sociedad unipersonal)

Key rules

• Deadline: Record any change to or from single-member status in a public deed and register it within six months.
• Personal liability: If you register late, you answer personally for company debts in the meantime.
• Contracts with you: Every contract between you and your company must be in writing and entered in its register book.
• Unrecorded contracts: A contract you skip recording still binds you, but it cannot be enforced against third parties.

Register the company as single-member

Your limited liability depends on registration. A company with one owner must say so in its public deed and be registered as a sociedad unipersonal at the Registro Mercantil. The deed must record your identity as sole member.

This applies whether the company started with one owner or became single-member later, for example when you bought out a partner.

What to do when the status changes

Any change needs a new public deed and a new registration. That covers three cases: the company becomes single-member, it stops being single-member, or the sole member changes. The deadline is six months, and the timeline below shows the steps.

You and the company's administrators are both responsible for acting. Do not leave it to someone else without checking it was done.

What happens if you are late

Once the six months pass, you are personally liable for the company's debts. This is joint and unlimited liability, and it covers debts from the end of the six months until registration. After registration, your liability goes back to normal limited liability for later debts.

Put every contract with your company on record

Any agreement between you and your company must be handled in a set way:

• Put it in writing, or in the form the law requires for that type of contract.
• Enter it in the company's register book for these contracts.
• List it, with the transaction identified, in a separate note to the annual accounts.

If you skip this, the contract still binds you and the company. But the company cannot enforce it against third parties. It can also be used against you if the company becomes insolvent.

Keep a record of your decisions

You take the decisions of the general meeting alone. Write each one in the minute book. This is separate from the register of contracts.

Show the status on company papers

State that the company is single-member in its documents and correspondence. The documents list and the warnings below cover what to prepare and what to watch for.

If you are thinking of sharing ownership with a spouse or others, see the quick answers below.

Timeline and deadlines

• The company becomes single-member, stops being single-member, or the sole member changes: on the day it happens; this starts the clock

• Sign a public deed recording the change and register it at the Registro Mercantil: within six months of the change

• If the six months pass without registration, you are personally liable for company debts from then until registration: after the six months end

• Once registered, your liability goes back to normal limited liability for later debts: from the day of registration

Documents you need

• Public deed (escritura) stating that the company has a single member, with the sole member's identity recorded. It is signed before a notary and then registered at the Registro Mercantil, the commercial registry.

• Written contract for every agreement between you and your company, or in the form the law requires for that type of contract. Without it the contract cannot be enforced against third parties.

• Register book of contracts between you and the company, where each of those contracts is entered. The company keeps it.

• Annual accounts with a separate note listing each contract between you and the company, identifying the transaction.

• Minute book of your decisions as sole member. Each decision you take for the company goes in it.

Checklist

• State in the public deed that the company has a single member, and include your identity as sole member.

• Register the deed at the Registro Mercantil, within six months if the company became single-member later.

• Put every contract between you and the company in writing, or in the form the law requires for it.

• Make sure the annual accounts notes mention each of those contracts.

• Write down every decision you take as sole member in the minute book.

What to watch out for

• Late registration makes you personally liable: If the single-member status is not registered in time, you answer personally, jointly and without limit for company debts from the end of the six months until registration. Register the deed as soon as the company becomes single-member, and ask your gestor to confirm the registration is done.

• Unrecorded contracts with your own company: A contract between you and your company that is not in writing and entered in the register book still binds the two of you, but it cannot be enforced against third parties. It can also be used against you if the company becomes insolvent. Put each contract in writing, enter it in the register book and list it in the notes to the annual accounts.

• Missing single-member wording on documents: Company documents and correspondence must show that the company has a single member. Add the wording to your letterhead, invoices and contracts.

Quick answers on owning and sharing a company

Can I hire employees as an autónomo without forming a company?

Yes, an autónomo can hire employees without forming a company, but you must first register as an employer with the Seguridad Social. That gives you an employer contribution account number (código de cuenta de cotización, or CCC), usually obtained online. Register each worker before they start, and expect to run monthly payroll and withhold income tax from wages.

Can my spouse own shares in my SL, and what happens to them in a marriage?

Yes, your spouse can be a member of an SL, and what happens to the shares depends on your marital property regime. Under the community regime (gananciales), shares bought during the marriage with joint money are joint property, and selling them generally needs both spouses' consent. Under separation of property, shares belong to whoever bought them. Rules in Catalonia, the Basque Country and Navarre may differ.

What Social Security registration does my spouse need if they work in my company?

Your spouse usually registers as a self-employed family collaborator (autónomo colaborador) if they work in the company regularly. Work by a spouse or close relatives living with you is presumed not to be employment, unless the company can show otherwise. If it is shown to be employment, they register in the General Regime, normally without unemployment cover. Family collaborators get a reduced contribution rate in the first period.