Creación de Empresas Granada: Nuevo Artículo de OYA Abogados & Asesores
Continuamos hoy con nuestra Guía #OYAEmprende, una sección en la que semanalmente iremos desgranando las principales dudas con las que cualquier emprendedor se encuentra a la hora de poner en marcha su nuevo negocio. ¿Preparado para emprender con todas las garantías? En el artículo de hoy hablaremos sobre las Sociedades Limitadas, qué son, sus características y qué ventajas presentan.
Las sociedades de responsabilidad limitada o más conocidas como Sociedad Limitada (SL) son el tipo de sociedad mercantil más habitual en España, ya que se trata de la forma jurídica que permite a los emprendedores autónomos limitar su responsabilidad al capital aportado, evitando que en caso de pérdidas, tengan que responder con su patrimonio personal ante las deudas de sus negocios.
Según los datos del Directorio Central de Empresas del INE en 2016 el 35,61% de las empresas españolas eran sociedades limitadas, solo por detrás de las personas físicas individuales que suponían el 51,96%.
Las principales características de las SL son:
- El número de socios debe ser como mínimo de uno, sin existir límite máximo. En el caso de un único socio se crea una sociedad limitada unipersonal. Pueden ser personas físicas o jurídicas.
- La responsabilidad de los socios es solidaria entre ellos y limitada al capital aportado, de manera que los socios no responden ante las deudas con su patrimonio personal.
- Pueden darse distintas clases de socios, pueden ser socios trabajadores y/o socios capitalistas.
- El nombre o la denominación social deberá ser un nombre que nadie haya registrado antes. Para ello, habrá que efectuar la pertinente consulta en el Registro Mercantil Central, seguido de la expresión Sociedad de Responsabilidad Limitada o de la abreviatura S.R.L. o de Sociedad Limitada o su respectiva abreviatura S.L.
- El capital social mínimo legal es de 3.000 € totalmente desembolsado, sin existir límite máximo. Puede estar formado por aportaciones monetarias (dinero) o en especie, como por ejemplo un ordenador, una furgoneta o cualquier otro bien, siendo necesario disponer de una valoración de ese bien aceptada por todos los socios fundadores.
- La división del capital social será en participaciones sociales, cuya transmisión tiene ciertas limitaciones legales, contando siempre los demás socios con derecho de preferencia frente a terceros.
- Por regla general, el domicilio social será la dirección en la que se ubica la empresa, debiendo estar en España. Un cambio de domicilio social dentro del mismo municipio puede ser aprobado por el Administrador pero para un traslado de municipio es necesario el apoyo en Junta de Socios.
- El objeto social es la actividad o actividades a las que se va a dedicar la empresa. Normalmente se prepara una relación relativamente amplia de actividades, con las inicialmente previstas y otras potenciales, para evitar gastos administrativos en caso de ampliar actividades.
- La constitución de la empresa se realiza mediante estatutos y escritura pública firmados ante notario y presentados posteriormente en el Registro Mercantil. Será necesario detallar las aportaciones que realiza cada socio y el porcentaje de capital social que le corresponde.
- Para servir de órgano de administración y gestión de la SL existen varias opciones, debiendo optarse por una en los estatutos: Administrador único (una persona), Administradores solidarios (cada uno puede actuar por su cuenta y eso compromete a todos), Administradores mancomunados (deben actuar conjuntamente, firmando siempre, lo que limita y ralentizar el poder de representación) o Consejo de Administración (tres o más administradores). En Estatutos se recogerá la duración del cargo (lo normal es hacerlo indefinido) y, en caso de existir, la retribución.
- La Junta General de socios es el órgano máximo de deliberación y toma de decisiones. Se convoca por los administradores en los seis primeros meses del año para presentar la gestión realizada, aprobar las cuentas anuales y el reparto del resultado. Otros asuntos que suelen tratarse en las Juntas son las modificaciones en los estatutos y los nombramientos y ceses de administradores. Pueden convocarse con carácter ordinario o extraordinario y siempre que lo soliciten socios que representen el 5% del capital social.
- Una sociedad limitada está obligada a tributar por el Impuesto de sociedades y el IVA.
Ventajas de las Sociedades Limitadas:
Analizando las características que presentan este tipo de formas jurídicas, podemos concretar en que se trata de la modalidad que presenta mayores beneficios para los emprendedores:
- Se trata de la forma jurídica más apropiada para la pequeña y mediana empresa, en la que los socios están implicados en el proyecto empresarial.
- Es un régimen jurídico más flexible que las sociedades anónimas.
- La responsabilidad de los socios por las deudas sociales está limitada a las aportaciones a capital, siendo el mínimo de 3.000 euros. Con lo que los socios no responderían con su capital personal.
- Libertad de la denominación social.
- Capital social mínimo muy reducido y no existencia de capital máximo.
- No existe porcentaje mínimo ni máximo de capital por socio, ni hay un límite máximo del número de socios.
- Presentan una fiscalidad muy interesante para los emprendedores, ya que un autónomo puede llegar a pagar a Hacienda el 45% de sus ingresos, mientras que una Sociedad Limitada solo el 25%.
¿Tienes dudas sobre la creación y procedimientos a seguir para la constitución de tu empresa? Aprovéchate de nuestro Pack Emprendedor: Por solo 359 euros, IVA incluido, y en tan solo una semana, tendrás tu empresa creada y contarás con un equipo de asesores que te resolverán todas tus dudas, aconsejándote durante todo el trámite. Además, nuestros asesores te informarán sobre las ayudas de las que podrás beneficiarte para crear tu nueva empresa.
Llámanos al 958 094 400 o visítanos en nuestras oficinas de Camino de Ronda, número 133. Recuerda que la primera consulta es gratuita.
También puede interesarte:
Guía #OYAEmprende: Crea tu empresa paso a paso
¿Por qué contar con OYA Abogados & Asesores para tu empresa?
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