Adapting Your Business in Spain: Changing Company Type
As your business in Spain grows, you may need to change its legal structure—from a freelancer (autónomo) to a limited company (SL), or from a small SL to a public limited company (SA). This process is entirely legal and often necessary for tax, liability, or expansion reasons.
At Borderless Lawyers, we guide foreign and local business owners through the full process of transforming their business entity, in compliance with Spanish law.
🔄 Common Types of Company Changes
👤 From Freelancer (Autónomo) ➡️ Limited Company (SL)
Why Change?
- Reduce personal liability
- Improve business image with clients and partners
- Access better tax planning options
Key Steps:
- Register new SL company
- Transfer assets, clients, and contracts to the new entity
- Deregister or maintain autónomo status based on tax strategy
📌 Note: You cannot “convert” an autónomo directly; a new company is formed and takes over operations.
🏢 From SL (Sociedad Limitada) ➡️ SA (Sociedad Anónima)
Why Change?
- Raise capital through shareholders
- Prepare for M&A or going public
- Add greater legal and governance structure
Requirements:
- Minimum share capital: €60,000 (vs. €3,000 for SL)
- At least 1 director and board requirements
- Bylaw reform and notarized shareholder meeting
Legal Process:
- Prepare updated bylaws and business plan
- Hold a General Meeting of shareholders to approve change
- Sign public deed before notary
- Register changes in Mercantile Registry
🔁 SL ➡️ Cooperative, Nonprofit, or Branch of Foreign Company
This type of change is less common but may suit:
- Social enterprises (Nonprofit Association or Foundation)
- International firms expanding to Spain
Our legal team can assess whether it’s better to change your entity or register a new one under the desired structure.
⚖️ Legal and Tax Implications
🔍 Legal Impact
- Requires notarial deed and Mercantile Registry updates
- Possible publication in BORME (Official Gazette)
- Corporate governance and record-keeping may change
💰 Tax Consequences
- You may face tax on asset transfers (if changing entity type)
- VAT registration and corporate tax ID updates
- Accounting method adjustments
✅ Our legal advisors coordinate with tax consultants to ensure your company’s transformation is fully compliant and cost-efficient.
📄 Required Documents
- Updated company bylaws (Estatutos)
- Certificate of Good Standing
- Notarial agreement of shareholders or owners
- Identification (NIE, DNI, or passport) of directors/shareholders
- Bank proof of capital increase (if moving to SA)
🧩 How Borderless Lawyers Helps
- ✅ Legal structuring advice before making changes
- ✅ Drafting and notarizing new corporate bylaws
- ✅ Filing with Mercantile Registry and Tax Agency
- ✅ NIEs and identification coordination for international owners
- ✅ Tax impact analysis via our partner advisors
🛠 Popular Scenarios We Handle
| Situation | Action We Take |
|---|---|
| Freelancer expanding into an eCommerce brand | SL setup + client/asset transfer |
| Local SL seeking funding | Conversion to SA + capital increase |
| Foreign branch consolidating with EU HQ | Merge or dissolve and transfer to SL/SA |
🗂 Related Services
- Business incorporation & restructuring
- Company dissolution or mergers
- Investor visa and foreign director support
- Ongoing corporate compliance and filings
🚀 Let’s Get Started
Changing your company type in Spain can open new opportunities—but must be done right.
📞 Schedule your legal consultation with Borderless Lawyers today.
🌍 Remote and multilingual services available. 100% confidential.