In this article we stop to talk in depth about
civil society,
explaining what it consists of, its characteristics, advantages and what is the process to constitute it.

Stay tuned to this post because we inform you of all the details.

What is a civil society? Definition

civil society
is a private and collaborative contract between two or more people who, together, want to carry out an economic and for-profit activity.

Within this Company there are two valid options:

  • Provide work, which is known as “industrial partner”;
  • Contributing goods or money, which makes people “capitalist partners”.

Similar in its constitution to the
Communities of Goods
already treated in our blog, it is the best option for small companies or businesses that barely have investments and in which you can choose to carry out a simple management.

However, in this type of companies that have collective assets, the constitution is carried out with the sole purpose of obtaining benefits. Of course, each partner contributes the different assets, performance or necessary capital.

Constitution of a civil society

The first step to constitute a civil society is to sign a private contract of constitution between the parties.

The procedures to be carried out from this moment are the following:

Characteristics of a civil society


In this contract, in which the contributions will be in cash or in kind,the percentages of participation, the system of administration or representation and, failing that, the causes for the liquidation and dissolution of the business must be specified.

What requirements must the contract of a civil society respect?

  • You must have a minimum of two partners.
  • As for the liability of associates in the face of possible debts, an unlimited and personal liabilityis established. That is, once the assets are liquidated, if the debts are not covered, it is answered in percentage of participation.
  • This company is taxed through Corporation Tax,keeping a limited company accounting and presenting its books or accounts in the Mercantile Registry.
  • Its Social Security Regime is that of the self-employed,with exceptions. They maintain the right to benefit from the new flat rate of € 50 for new freelancers.
  • It has no legal personality of its own.
  • Civil society is governed by the Commercial Code in the matter and by the Civil Code in rights and obligations.
  • A partner must respond to the debts contracted in the manner set out in the contract, responding to damages caused. That is, the company is liable to its partners for the amounts that have been contributed and for the obligations contracted.
  • This type of company admits different directors or representatives.
  • The company can be extinguished if it fulfills the duration stipulated in the contract,ending its object or activity when the contributions to it are breached due to insolvency, incapacity, seizure or mortis causa.

Performance of functions of a civil society


In the Administration of this Company, its administration may be entrusted to a partner, who will act as sole administrator, joint or joint administrators.

It should be noted that at the beginning of incorporating the company, the power to manage a company is irrevocable without a legitimate cause.

If, on the other hand, two or more partners have the power to run the company, they can act in the following two ways:

  • Determining the functions among all so that the acts are valid, acting in consent.
  • Without determining the functions of them or establishing consent for the acts to be valid.

Advantages in a civil society

Among its most positive features are those that follow:

  • The constitution of a civil society is usually easier and less expensive than other companies, without the need for a public deed before a notary or the need for registrations. Nor is a minimum initial capital required.
  • It allows you to enjoy the flat rate for new self-employed,in addition to the minimum fee, accessing to capitalize for unemployment.
  • Flexible to collaborations between professionals,especially if the investment is small.

And what about civil society taxation?

Civil society can issue invoices in your name, with unique tax obligations.

  • This type of company must collect VAT,with quarterly settlements.
  • The IAE must fall on the company,unless the turnover is less than one million euros.
  • The company is obliged to pay the withholdings for Personal Income Tax.
  • Companies with a commercial objective must be taxed in the Corporation Tax.


In short, a
civil society
has great advantages. Knowing its characteristics and procedures before constituting it is necessary to be familiar with its functions, rights or obligations.

Remember that AYCE Laborytax advisors are by your side to help you through every step. Call us or come to our offices and we will solve your queries.