The Ministry of Economic Affairs and Digital Transformation has published this Friday a public consultation for the preparation of the draft Law to promote business creation and growth and to improve the business climate, which will facilitate the creation of limited liability companies with one euro , within 10 days and digitally, according to Europa Press.
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It also advances the improvement of bankruptcy regulations and proposes a system of incentives, a system of infractions and sanctions or an out-of-court conflict resolution system to combat commercial delinquency.
The project is part of component 13 included in the Recovery, Transformation and Resilience Plan of establishing an adequate legal framework that encourages the creation of companies and fosters their growth through regulatory improvement, the elimination of obstacles to economic activities and financial support for business growth.
This proposal responds to the specific recommendations made by different international organizations in recent years to improve the business climate and increase the size and productivity of companies by eliminating obstacles to business creation and growth derived from the regulatory framework, the unequal access to finance and barriers to the proper functioning of the internal market.
To this end, the public consultation will gather the opinions and contributions of the economic operators in these areas until next March 19, and will allow the collection of proposals to configure a proposal for a Draft Law that will be raised to a public hearing.
According to the Ministry, the improvement of these elements will allow companies to have a greater capacity to undertake the necessary investments to remain competitive in the context of the double digital and green transformation, and to promote their modernization and innovation.
“All of this will contribute to increased productivity, a determining factor in the potential growth of the economy, and to greater resistance to potential crises,” he added.
Asked about this project, the Secretary of State for Commerce, Xiana Méndez, highlighted in the presentation of the 2020 foreign trade report that the initiative is “very positive” because it will result in the previous phases to achieve greater internationalization of Spanish companies .
One euro of minimum capital
Among the areas of reform, it proposes to eliminate the minimum capital requirement of 3,000 euros for the constitution of a limited liability company (SRL), allowing its constitution with one euro of capital (functional), through a reform of the revised text of the Law of Capital Companies that would entail the abolition of the successive formation regime of SRL.
In the Economy consultation he also underlines that in an increasingly digital context, it is necessary to establish procedures that allow the creation of companies in an entirely digital way.
Thus, it points out that the digitization directive (Directive 2019/1151) obliges the Member States to allow an LLC to register online in its entirety within a maximum period of 10 days, without the need for the constituent to physically appear when they are a citizen of the European Union.
Additionally, it introduces other measures, such as those aimed at guaranteeing that commercial companies can submit information to the commercial registry in electronic format throughout their life, or the obligation that the registries be in a position to respond to the requirement of the registry of another Member State on the disqualification of an individual to act as administrator, or measures aimed at facilitating the provision of information by commercial registers to third parties about companies in electronic format.
Reform of bankruptcy regulations
Likewise, the Government will address the modernization of the regime applicable to business restructuring and, in particular, bankruptcy regulations, in order to have agile processes for the transformation processes inherent to the proper functioning of the economy.
It will undertake this through other regulatory reform projects for the transposition of the Insolvency Directive (Directive 2019/1023), which aims to increase the effectiveness of pre-bankruptcy instruments and the second-chance procedure.
Remove obstacles, reduce loads
In turn, it sees as “essential” elements the elimination of unnecessary, disproportionate or discriminatory obstacles to access and exercise of economic activities and the freedom of establishment and movement throughout the territory to promote the creation and growth of companies.
In addition, it is necessary to analyze a greater reduction in administrative burdens for companies in the form of a greater replacement of authorizations or ex ante control systems of economic activity by responsible declarations.
Economy also advances an improvement of the regulation after identifying issues “susceptible of improvement” in relation to the application of the protection mechanisms of operators managed by the National Commission of Markets and Competition and the Secretary of the Council for the Market Unit, regarding the terms or consistency with the ordinary system of appeals, among others.
Regarding commercial delinquency, it indicates that in view of the information on non-compliance with the average payment periods stipulated in transactions between companies and the inconveniences that this raises, it considers it necessary to deepen the implementation of additional measures to those of the directive European Union for the fight against late payment in commercial operations, in good part already included in the current Spanish regulation.
Specifically, it proposes the introduction of incentives that can improve the effectiveness and transparency of legislation against commercial delinquency, with a shift towards a “culture of payment without delay” could be based on guidelines regarding publicity and transparency of payment terms, best business practices, reinforcing compliance with national regulations through the establishment of an incentive system, a system of infractions and sanctions or an out-of-court dispute resolution system.
Venture capital and alternative markets
To financially support business growth, it is considering measures to access diversified sources of financing that do not depend solely on equity or bank financing, which is why it sees “especially relevant” the role that venture capital and alternative markets can play.
Likewise, Economía will implement financial measures to promote private financing for the creation of ‘startups’ and the ‘scale up’ process, as well as the promotion of participatory financing platforms (crowdfunding), of greater interest to SMEs.
Finally, other reforms will entail the elimination of regulatory barriers for business growth and the creation of incentives for SMEs and the self-employed to decide to bet on the growth of their business.