Your legal structure should fit your activity, the people involved and the risks you will take. Before choosing, outline your project and compare both options using the same questions. This guide provides general orientation for that initial review.
An individual business or a company
A sole trader acts in their own name. An SL requires incorporation and registration and can have a single shareholder. Factors include the number of participants, capital and liability. Choosing a structure does not replace licences or authorisations for the activity. Punto of Acceso General · Crear una empresa.
Liability: check who takes on each obligation
For an SL, the general rule separates company debts from shareholders’ personal liability. This does not remove statutory directors’ liability or obligations personally undertaken. Check each person’s role before signing. BOE · Ley of Sociedades of Capital, arts. 1, 12 y 367.
Procedures and starting operations
CIRCE handles certain incorporation and business-start procedures for sole traders and SLs. Check what your application covers and what needs separate action. Where registration as a self-employed worker is required, prepare it before the activity starts. PAE · CIRCE. Seguridad Social · Importass.
Prepare this information for comparison
- The specific activity, expected customers and place of work.
- Who will provide funds, who will work and who will make decisions.
- Proposed agreements, financing and any personal commitments requested.
- Expected income, expenses and cash available for the first months.
- Questions about taxation, social contributions and administrative duties that need clarification.
Use these details to request a comparison tailored to your project and a budget for initial procedures and ongoing administration. Separate start-up costs from recurring work. Avoid deciding solely on a turnover figure or a promise of savings.
Frequently asked questions
Can I create an SL without other shareholders?
Yes, a single-member SL is possible. Clarify who will manage it and what duties that role entails. BOE · Ley of Sociedades of Capital, arts. 1, 12 y 367.
Does forming an SL replace Social Security registration?
These are separate questions. Each person’s position needs checking against their participation and functions. Seguridad Social · Importass.
What should I send with an initial enquiry?
An outline of the activity, participants, proposed start date and main questions. Do not include confidential documents in the initial form.
Discuss the organisation of my business ↗
Official sources consulted
- Punto of Acceso General · Crear una empresa
- BOE · Ley of Sociedades of Capital, arts. 1, 12 y 367
- PAE · CIRCE
- Seguridad Social · Importass
General information. The legal structure and specific obligations require reviewing the project’s circumstances. Sources checked on 28 October 2026.