Reduction of the share capital of LLC below the legal minimum of 3,000 euros

The General Directorate of Legal Security and Public Faith interprets extensively Article 4.1 of the Capital Companies Act (LSC).

The DGSJFP has interpreted said article in order to admit the possibility of reducing the minimum capital of a limited liability company below the minimum capital of 3,000 euros and based on the rule of the minimum capital of one euro established in Law 18/2022, of September 28, on the creation and growth of companies.

The above interpretation arose on the occasion of the reduction of the capital of a company from 3,705 euros to 2,115 euros, through the redemption of shares previously acquired by the company, notarized and authorized by a notary public, but with a refusal of registration by the Commercial Registrar of Barcelona, since the new regulation does not include limited liability companies incorporated with the new minimum amount.

The DGSJFP, in order to revoke the challenged qualification, has analyzed the legislative amendment, interpreting the application of the minimum capital extensively, not only at the time of incorporation of the new LLC (art. 4.1 of LSC), but also to the articles that regulate the prohibition of capital lower than the legal minimum (art. 5 of LSC) and the cause of dissolution for a share capital lower than the legal minimum (art. 363.1.f of LSC).

For the General Directorate, the share capital has become a merely formal element that does not correspond to the corporate activity. This being so, the protection of creditors is guaranteed by other means, such as the liability of the administrators, in accordance with art. 369 of LSC, but not with the share capital.

You can see the complete document of the Resolution of June 13, 2023.