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Choosing between SL vs SLU affects liability, taxes, and how clients see you. This guide explains SL vs SLU, where each fits among Spanish company types, and how to choose. You will learn when to use a sociedad limitada, when a sociedad limitada unipersonal makes sense, and how both compare to other forms.
FAQ
Q: What is an SLU?
A: A sociedad limitada unipersonal is a limited company with a single shareholder. It is the same legal form as an SL, but with one owner.
Q: Is SL or SLU better for a solo founder?
A: If you are the only owner, SLU is the correct label. If you have 2 or more owners, SL. Both have the same taxes and liability.
Q: What is the minimum share capital for an SL or SLU?
A: Since 2022, the minimum share capital for an SL, including an SLU, can be €1. Many banks still ask for a higher amount to open an account.
Q: Are there tax differences between SL and SLU?
A: No. Both pay corporate tax. The standard rate is 25%. New small companies may get a reduced rate on part of profits if the law allows it at that time.
Q: Does SLU protect my personal assets?
A: Yes. Like an SL, liability is limited to the company’s assets. Directors can be personally liable if they act unlawfully.
Q: Can an SLU become an SL later?
A: Yes. Add a new shareholder and record the change with a notary (a public official who certifies company documents) and the Mercantile Registry (the public registry of companies). The company continues.
Q: How is SL vs SLU different from autónomo?
A: Autónomo is you as a person. You have unlimited liability and pay IRPF (income tax) on profits. SL or SLU separates business risk and pays corporate tax.
SL vs SLU
SLU is an SL with a single shareholder. Taxes, liability, and rules are the same.
SL stands for sociedad limitada. It is a limited company. If it has one shareholder, it must disclose that status as unipersonal - hence sociedad limitada unipersonal, or SLU.
Learn more about a limited company in Spain.
Ownership
SL: One or more shareholders. If there is only one, it must be labeled SLU until that changes.
SLU: Exactly one shareholder. You can add more later and drop the unipersonal label.
Liability
Both limit liability to company assets. Your personal assets are protected if you act lawfully. Directors can still be liable for unlawful acts like wrongful trading.
Capital
Since 2022, the minimum share capital can be €1 for both SL and SLU. Many banks prefer a higher amount, often around €3,000, to open an account and cover early expenses. You can choose a higher capital to match your plan.
Taxes
Both pay corporate tax. The general rate is 25%. New entities may get reduced rates on part of profits if the current law provides it. VAT (IVA, sales tax in Spain), withholdings (tax withheld on some payments), and other taxes depend on your activity. Dividends to individuals are taxed under IRPF.
Social security
If you are the sole director and own the company, you will usually join RETA (the self-employed social security regime) as an administrador. Your salary choices affect contributions. Plan cash flow.
Compliance
Both require a company name check, a notary deed (signed before a notary who certifies company documents), statutes (company rules), a tax number (NIF), a bank account, registration at the Mercantile Registry (public registry of companies), and bookkeeping. Both file annual accounts and corporate tax. If the company becomes or ceases to be unipersonal, you must record that at the registry.
Client perception
An SL or SLU shows a formal structure. For most clients and tenders, an SLU is seen the same as an SL. What matters is compliance, track record, and VAT status.
When to choose SLU
You are the only owner and plan to grow. You want limited liability from day one. You expect to bring in partners later. SLU lets you start alone and convert to SL when you add shareholders.
When to choose SL
You have two or more owners now. You want a clear share split from the start. You may plan an employee option pool. Use an SL.
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Types of companies in Spain: where sl vs slu fits
SL and SLU are the standard limited company options for small businesses in Spain.
Spain offers several legal forms. Some are simple, like sole trader. Others create a separate legal entity, like sociedad limitada. SL vs SLU sits inside the SL family. SLU is just an SL with one owner.
Sole trader
Sole trader - called autónomo - is the simplest way to start.
Autónomo means you are the business. You register with the Tax Agency and Social Security. There is no minimum capital.
You have unlimited liability. If the business cannot pay, your personal assets are at risk. You pay income tax - IRPF - on net profit and make advance tax payments every three months.
Choose this if you need to start fast and keep costs low. Many freelancers begin as autónomo, then switch to an SL or SLU as revenue and risk grow.
Sociedad civil (partnership)
A sociedad civil is a private partnership of two or more people.
This is like several sole traders working together. It has no separate legal personality, but it can act on behalf of the partners, for example to sign contracts.
Partners have unlimited liability, jointly and individually. Each partner pays IRPF on their share of profits. It is simple to set up with a private agreement. Use it for small, low-risk joint projects.
Sociedad limitada (s.l.)
An SL is a limited company with flexible rules and limited liability.
An SL is a separate legal entity. Owners are shareholders. Their risk is limited to the capital they put in. Since 2022, you can create an SL with as little as €1 in share capital.
SLs pay corporate tax, generally 25%. They must keep proper books, file annual accounts (yearly financial statements) at the Mercantile Registry (public registry of companies), and file Impuesto sobre Sociedades each year (the annual corporate tax return).
This is the most common company type for SMEs. It projects a formal image. It suits most trades and services. If you have one owner, it is an SLU - see the SL vs SLU section below.
Sociedad limitada nueva empresa (s.l.n.e)
SLNE was a fast-track SL variant; today, most founders use a standard SL.
SLNE allowed quick online incorporation (creation of a company) with limits on shareholders and activities. In practice, it is rarely used now.
Modern one-stop systems let you form a normal SL or SLU quickly. With the €1 capital option, SLNE adds little benefit for new companies.
Sociedad anónima (s.a.)
SA suits larger businesses that need higher capital and freely transferable shares.
An SA has a higher minimum capital - €60,000 - with at least 25% paid in on formation. Shares can be more easily transferred. It is required for some regulated sectors and for companies that plan to raise substantial capital.
Like SLs, an SA is a separate legal entity and pays corporate tax. Compliance is heavier, so it is not typical for small businesses.
Sociedad limitada laboral (s.l.l.)
SLL is an SL owned mainly by its workers.
At least 51% of capital must be owned by worker-shareholders. Usually, no one may own more than one third. There must be at least three shareholders.
It has limited liability like an SL. It fits companies where employees are the main owners and want a stable, worker-led structure.
Sociedad cooperativa (s.coop.)
A cooperative is owned and run by its members for mutual benefit.
Member numbers and capital rules vary by region. Capital is variable. Members join and leave under rules in the statutes (company rules).
Co-ops have limited liability. Decisions are democratic. Tax treatment can be favorable in some cases. It fits when the goal is service to members rather than pure profit.
Comunidad de bienes (c.b.)
A C.B. is a simple co-ownership structure with at least two members.
It is not a company with separate legal personality. Owners share assets and activity. Liability is unlimited and shared.
Each member pays IRPF on their share of profit. It is easy to set up, but risk sits with the people, not a separate entity.
Final words
Choosing between SL vs SLU comes down to ownership today, not structure. If you are alone, use an SLU. If there are several owners, use an SL. In both cases, you get limited liability and corporate tax.
