The
Sociedad Anónima Unipersonal
has a series of characteristics that differentiate it from the rest of the commercial companies, due to the fact that all decisions concerning the company are made by the sole partner of the same.
This partner must be registered as such in the Mercantile Registry, as well as formalize all the documentation of the company.
But what exactly is an S.A.U.? Keep reading and you will leave doubts.
What is a Sociedad Anónima Unipersonal or S. A. U.?
The Sociedad Anónima Unipersonal is a company of a mercantilist nature, whatever its object and it has a single partner,either because it was so from the moment of its constitution, or because finally all the partners that the company had were finally reduced to one.
Thus, it can be noted that among the most important characteristics of the Sociedad Anónima Unipersonal, the obligation of publicity stands out, as established in article 13 of the Capital Companies Law.
This factor is important, since it is established for the protection of the interests of third parties and in addition, in the same law certain particularities are indicated in the event that the unipersonality had been supervened, that is, that it had occurred with the passage of time.
In this way, it is established that, if 6 months have passed since such a situation occurred and it has not yet been given the corresponding publicity in the commercial register, the sole partner of the S.A.U. will be the one who must be liable for the debts of the company that were contracted since it was transformed into a Unipersonal Corporation, unlimited, personal and subsidiary in turn.
Among other important characteristics of the Sociedad Anónima Unipersonal will be the particularities of the share capital,since it must be fully integrated into the constituent act of the same.
It should be noted that the liability of the sole sole proprietorship will be limited to the shares that were subscribed, unless this is given by:
- The malfunction of his office.
- Violation of laws and regulations.
- Not have given the corresponding publicity in the following 6 months in which such a situation occurred.
- And in general, any type of liability that has arisen due to intent or negligence produced in your position.
Likewise, the S.A.U. will be formed either by natural persons or by another single-person commercial company.
On the other hand, in its decision-making, there must be the bodies that occur in other types of commercial companies, such as the General Meeting, although it will be represented by said sole shareholder or by its corresponding representative.
How is an S.A.U. taxed?
First, the key factor that all the shares held by a single-member company will be owned by the sole existing partner in the company must be reconsidered.
Therefore, the liability of this type of commercial company is limited by the contributions made by the sole partner, which will always be capital.
In addition, as with the rest of commercial companies, the law establishes a minimum initial endowment, which is exactly € 3005.6.
The Sociedad Anónima Unipersonal is taxed by corporation tax. This is an advantage over self-employed workers, since its fixed rate is 30%, unless the commercial company has a smaller size, for which 25% is established.
In addition, the debts and, in general, liability of an S.A.U will be limited to the contribution provided by the sole partner, ingeneral.
Thus, by not taxing through personal income tax, the taxes generated do not go according to income. So, thus, the tax rate does not progressively increase, which, as has been said, is fixed. In any case, the accounting must be carried out with greater thoroughness and the initial costs can reach approximately € 1,500.
Requirements to create a Sole Proprietorship
The first and most important is to register in the Commercial Register.
If you need help with the procedure and paperwork, we offer you our
commercial advisory
service.
The registration must be made before the Public Registry of Commerce and before a notary,as well as the changes that have occurred, if any, to reach the unipersonality.
Later, it must be registered in the Registry office where the S.A.U. has its name, the exact address, its identity document, the object and capital of the company, the data of the sole partner and its corporate name, and it must be owned by a “sole proprietorship” (EU).
In conclusion, the main characteristic and advantage of the sole proprietorship is the limitation of the debts that can be contracted,as well as its type of taxation.
Although, when determining whether to create one or to be self-employed, all the characteristics that have been mentioned must be taken into account.
