SL vs SA in Spain: Differences, Capital and Liability

SL or SA? Compare liability, minimum capital, governance and typical use of the Spanish SL and SA, and check which one a company is with the API.

In Spain almost every business is either a Sociedad de Responsabilidad Limitada (SL) or a Sociedad Anónima (SA). Both limit the owners’ liability to the capital they put in. They differ in the capital required, how freely the ownership can change hands, and whether the company can be listed.

SL vs SA at a glance

SLSA
Full nameSociedad de Responsabilidad LimitadaSociedad Anónima
Owners’ liabilityLimited to the capital contributedLimited to the capital contributed
Capital is divided intoParticipaciones socialesAcciones (shares)
Minimum capitalEUR 1 since the 2022 reform (below EUR 3,000 the company must build up reserves)EUR 60,000, at least 25% paid at incorporation
Transfer of ownershipRestricted by law and the bylaws (for example pre-emption among the partners)Free unless the bylaws restrict it
Can be listedNoYes
GovernanceGeneral meeting plus a sole administrator, joint administrators or a boardGeneral meeting plus a sole administrator, joint administrators or a board of directors
Single-owner variantSLU (Sociedad Limitada Unipersonal)SAU (Sociedad Anónima Unipersonal)
Typical useSmall and medium businesses, start-ups, family firmsLarger companies, listed groups, joint ventures

A general comparison of the usual rules, not legal advice: a company’s own articles and the current law of its country decide the details.

How to check which one a company is

The Spanish tax identifier (NIF) of a company starts with a letter that gives its form: B for an SL and A for an SA. The API returns it in company_number and as an identifier of type nif, next to legal_form.

curl -H "Authorization: Bearer rk_live_..." \
  "https://api.prometiam.com/functions/v1/risk-api/companies/search?country=ES&name=<company name>"

# read on each result:
#   "legal_form"        -> "SL" or "SA"
#   "legal_form_family" -> "private_limited_company" or "public_limited_company"

The API's legal_form values for these two: SL is Private limited company (sociedad limitada) (NIF letter B); SA is Public limited company (sociedad anónima) (NIF letter A).

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Frequently asked questions

What is the difference between an SL and an SA?
Both limit the owners’ liability to their capital. The SL is the small-business form with a minimum capital of EUR 1 and restricted transfers of its participaciones; the SA needs EUR 60,000 (at least 25% paid in), has freely transferable shares by default and can be listed.
Which letter of the NIF is an SL or an SA?
A Spanish company NIF starting with B is an SL and one starting with A is an SA.