What Is a Limited Partnership (Sociedad Comanditaria) in Spain?
A limited partnership in Spain, or Sociedad Comanditaria, is a hybrid business structure composed of:
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General partners (socios colectivos) with full management control and unlimited liability
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Limited partners (socios comanditarios) who contribute capital but have limited liability and no management powers
It is regulated under the Spanish Commercial Code and the Companies Act (Ley de Sociedades Mercantiles).
⚖️ Types of Limited Partnerships
Spain recognizes two types:
1. Sociedad Comanditaria Simple (SCS)
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No legal personality separate from the partners
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Less common in modern business
2. Sociedad Comanditaria por Acciones (SCA)
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Capital is divided into shares
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Requires more formal incorporation and registration
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Can be used for investment vehicles or family business groups
📌 The SCA is subject to similar rules as a corporation (SA) but with a blend of partnership features.
🧾 Steps to Register a Limited Partnership in Spain
Step 1: Choose a Company Name
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Verify availability with the Central Mercantile Registry (RMC)
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Reserve the name through an online certificate
Step 2: Draft the Partnership Agreement
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Identify general and limited partners
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Capital contributions, voting rights, profit-sharing
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Governance structure, exit clauses, and liability limitations
✍️ This agreement forms the foundation of your legal structure.
Step 3: Obtain Tax Identification Numbers (NIF)
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Apply for a provisional NIF
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Non-resident partners must obtain a NIE (Foreigner ID Number)
Step 4: Open a Spanish Bank Account
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Deposit capital contributions
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Obtain bank certification for incorporation
Step 5: Execute Public Deed Before a Notary
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Includes company statutes, partner roles, and share structure (if SCA)
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Must be signed by all founding partners
Step 6: Register with the Mercantile Registry
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Submit public deed and partner identification
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Pay registration fees
Step 7: Final Tax Registration
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Confirm NIF
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Register for VAT (IVA) and social security (if hiring staff)
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File form 036 with Spanish Tax Agency (AEAT)
✅ Once complete, the partnership is legally registered and operational in Spain.
💼 Taxation of Limited Partnerships
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Transparent taxation in the case of Sociedad Comanditaria Simple
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Corporate tax regime for Sociedad Comanditaria por Acciones (SCA)
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Limited partners are typically taxed on profits as passive investors
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General partners are considered business operators and may face self-employment obligations
💡 Tax treatment may vary based on partner residency and legal structure.
⚠️ Key Compliance Obligations
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Maintain accounting books and annual accounts
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File corporate income tax or pass-through partner declarations
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Keep updated records with the Mercantile Registry
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Appoint an auditor if the company exceeds legal thresholds
📚 Annual obligations depend on the type of partnership and business volume.
👩💼 How Borderless Lawyers Can Help
We assist international entrepreneurs and investors with:
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✅ Choosing the right partnership structure
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✅ Drafting custom partnership agreements
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✅ Managing notary and tax procedures
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✅ Registering with Spanish authorities
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✅ Ensuring ongoing compliance and partner protections
🌐 Bilingual legal team | 🏦 Business & tax advisory | 🛡️ Risk mitigation
🚀 Launch Your Limited Partnership in Spain with Confidence
Whether you’re starting a private equity vehicle, professional partnership, or co-investment business, Borderless Lawyers offers tailored legal support to register your limited partnership in Spain.