Legislative measures in the economic and digital transformation field
- 10 December 2021
- Business Consultancy
The Council of Ministers has approved the draft bill of the Crea y Crece Law, which seeks to boost the creation of new companies and facilitate growth and expansion
To this end, the law provides for the reduction and streamlining of procedures in the incorporation of limited companies, generalises the use of electronic invoicing and promotes alternative financing mechanisms, among other measures.
Business start-ups made easier and faster
The preliminary draft incorporates a reduction in the economic cost of incorporation and simplifies bureaucratic procedures:
Incorporation of S.L. with a share capital of €1, (currently the minimum share capital required is €3,000 fully paid up), with the following requirement:
As long as the share capital does not reach €3,000, at least 20% of the profit will have to be allocated to the legal reserve until the referred amount is reached.
In the context of the digital transformation, telematic incorporation is promoted through the so-called "one-stop shop" of the CIRCE, which allows for a reduction in processing, both in terms of creation times and notary and registry costs. Among other promotional measures, notaries and intermediaries are obliged to inform founders of the advantages of using the PAE (Entrepreneur Service Points) and the CIRCE.
Measures to combat late payment in commercial transactions
Seeking profitability and liquidity for Spanish companies, the draft bill introduces the following measures, among many others:
Generalised adoption is introduced, extending the obligation to issue and send electronic invoices in all commercial transactions between companies and the self-employed.
Incentives are introduced for compliance with payment deadlines, including compliance with the average payment period in accordance with Law 3/2004 of 29 December (art. 4) as a requirement for access to public subsidies, a cause for termination and a condition subject to penalties in public procurement, depending on whether or not a maximum of 60 calendar days has been agreed, and 30 days in the absence of an explicit agreement.
The catalogue of economic activities exempt from licensing is extended to include activities that have been declared harmless in at least one Autonomous Region.
Mechanisms are reinforced to protect companies and consumers in relation to the Administration, where they can complain when the latter does not comply with the principles of good economic regulation.
Strengthening alternative financing systems
Measures are included to boost financing instruments for business growth, making alternative financing mechanisms to the bank financing system more flexible:
– Crowdfunding or participatory financing, adapting state regulations to European regulations, the most noteworthy:
- Inclusion of a new category called "portfolio management" which allows the participatory financial services provider to invest funds on behalf of the investor.
- A single individual investment limit per project for retail investors is set at €1,000 or 5% of wealth.
- Investment per project is capped at €5M.
- A period of 24 months is provided for companies to adapt their business activity.
– Collective investment:
- The figure of "European long-term investment fund" is introduced, also giving retail investors access to investment by small and medium-sized unlisted companies in a type of assets (syndicated loans, private debt, participations and shares…) hitherto only available to institutional investors.
- And the figure of debt fund is recognised.
– Venture capital: extending the type of company in which these entities can invest, including financial companies with a high technological component.
