Stage 2. Sociedad Limitada

By the end of this stage students keep a limited company’s books in full under the Spanish small-company accounting plan, from the first journal entry to filing the annual accounts at the Commercial Registry. The stage is intended for those who have completed the autónomo stage or passed the entry test on the Spanish system.

Modules in this stage

2.1. Incorporating the company

Name clearance certificate — reserving the company name.
Deed of incorporation and articles of association — execution before a notary and what the articles contain.
Share capital from €1 under the Crea y Crece act: how it works in practice and what restrictions come with it.
Provisional and definitive tax numbers for the company.
Modelo 036 for the company and the beneficial ownership declaration.
Companies with foreign shareholders — the usual complications: shareholder identification numbers, apostilles and representation.

Practice: a step-by-step incorporation checklist with the full set of documents.

2.2. Bookkeeping under the PGC

The core of the stage: students move from an autónomo’s filing obligations to full double-entry bookkeeping.

Journal, general ledger and trial balance — the principal records and how they relate to one another.
Standard entries: purchases and sales, bank transactions, fixed assets, depreciation under the tax tables, provisions and accruals across periods.

Practice: one hundred entries for a quarter in Holded, followed by reconciling the trial balance.

2.3. VAT in a company

Modelo 303, 390 and 349 — the same returns as for an autónomo, but across more complex transactions.
Immediate supply of information for companies turning over more than €6 million.
EU and third-country transactions, and customs declarations on import.
Cash accounting scheme — who benefits from it and where it gets awkward.

Practice: a VAT quarter for a company importing goods.

2.4. Payroll and director’s remuneration

Employment contracts and payslips — structure and mandatory content.
Contribution returns — calculating and paying employee social security.
The RED system — electronic exchange with the social security authority.
Modelo 111 and 190 — income tax withheld from salaries.
Director’s remuneration and its tax consequences.
Company-linked self-employment — when a shareholder must register as self-employed.

Practice: running payroll for two employees on different contract terms.

2.5. Corporate income tax

Rates: the 25% general rate and reduced rates for small and newly formed companies.
Off-book adjustments — differences between accounting profit and the taxable base.
Loss carry-forward — using prior-year losses against future profits.
Capitalisation reserve — reducing the base by setting aside a reserve.
Modelo 202 — instalment payments.
Modelo 200 — the annual return.

Practice: computing the tax for a case involving adjustments and a carried-forward loss.

2.6. Annual accounts and the year-end close

The accounting close — the sequence of steps at the end of the financial year.
Balance sheet, profit and loss account and abridged notes — what a small company’s annual accounts consist of.
Filing at the Commercial Registry — by 30 July where the accounts are approved before 30 June.
Legalising the books — electronic legalisation of the accounting records.

Practice: a complete annual close for the training company with a full set of accounts.

Modelo 123 and 193 — withholding on dividend distributions.
Related-party transactions and Modelo 232.
Shareholder loans — how they must be documented.
Modelo 216 and 296 — non-resident income tax withheld at source.
Double taxation treaties between Spain and other countries.

Practice: a case involving a non-resident shareholder and a dividend paid abroad.

2.8. Tax audits and dealing with the authorities

Information requests issued through the electronic notification system.
Appeals — how decisions are challenged.
Penalties and surcharges — fines for breaches and surcharges for late filing, including voluntary late filing.
Limitation — the four-year period and how it is counted.

Practice: drafting a response to a real information request.

Module 2.9. Banking

An 8-hour supplementary block after module 2.2; the basics are already covered during the autónomo stage. It deals with importing bank statements and allocating transactions: connecting the account, importing statements in various formats, bank reconciliation, rules for matching payments to documents automatically, and handling unidentified transactions.

Stage assignment

A full annual cycle for a limited company: trading and services, two employees and a non-resident shareholder. From the first journal entry to filing the annual accounts at the Commercial Registry.