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Home›Companies›Capital Reduction
COMPANY LAW · COMMERCIAL REGISTRY
100% online process desde 450,00 €

Share capital reduction: deed, publicity and registration

Reduce capital due to losses, return of contributions, or redemption of shares.

A capital reduction directly affects creditors' security, which is why the law surrounds it with safeguards: a right of opposition in public limited companies (S.A.), joint and several liability for shareholders who receive refunds in private limited companies (S.L.), and different requirements depending on the purpose. Structuring the transaction incorrectly can leave shareholders personally liable for up to five years.

✓All purposes covered: losses, return of contributions, reserves
✓Prior analysis of shareholder liability
✓Verified balance sheet when required by law
✓Management of publicity requirements and the right of opposition
✓Deed execution by video call
✓Registration with the Commercial Registry included
Instant WhatsApp OR CALL US 930 485 101
ONLINE REQUEST
Reply < 2 h
Request: Capital Reduction
Your data is protected and secure
Law 11/2023
The same legal validity as signing in person
Registered
Practising notaries of the Notarial Association of Spain
4,7 / 5
Average rating from more than 1.000 clients
< 2 h
Average response time to a request

When might you need it?

The most common cases for this procedure

Rebalancing due to losses
Restore the balance between capital and net equity and avoid dissolution.
Return of contributions
Return funds to shareholders when the company has excess capital.
Shareholder exit
Redeem their shares instead of having another shareholder purchase them.
Treasury shares
Redeem own shares acquired by the company.
REQUIREMENTS FOR THIS PROCEDURE
✓Shareholders' meeting resolution with the reinforced majorities required under art. 199 LSC
✓Approved balance sheet, verified by an auditor where applicable (art. 323 LSC)
✓Respect for creditors' right of opposition in public limited companies (S.A.)
✓In S.L. companies with a return of contributions: shareholders remain jointly and severally liable for up to 5 years, unless an unavailable reserve is set up
✓Equal treatment among shareholders or individual consent from those affected
DOCUMENTS YOU WILL NEED
01Minutes or certification of the shareholders' meeting resolution
02Balance sheet supporting the reduction, with the required verification
03Purpose of the reduction and the use of the amounts involved
04Current bylaws, to adjust the capital figure
REGULATIONS: LSC arts. 317-345 LSC art. 331 (shareholder liability in S.L. companies) Commercial Registry Regulations Ley 11/2023

How does the process work?

From request to signed document, with no travelling

1 Analysis of the purpose 2 Balance sheet and resolution 3 Publicity and opposition 4 Deed and registration
1
Analysis of the purpose
⏱ 24-48 h
Losses, return of contributions, or redemption: this determines the requirements, the required balance sheet, and the risk to shareholders.
2
Balance sheet and resolution
⏱ 3-7 days
We prepare the supporting balance sheet, arrange verification if required, and draft a properly worded shareholders' meeting resolution.
3
Publicity and opposition
⏱ depends on company type
In S.A. companies, publication and a creditor opposition period apply. In S.L. companies, we design the structure that limits shareholder liability.
4
Deed and registration
⏱ 2-3 weeks
Execution of the notarial deed by video call and registration with the Commercial Registry.

Clients who have already done it

Verified reviews of this service

4,7★★★★★
★★★★★ES
"Veníamos de dos ejercicios malos y estábamos en causa de disolución. La reducción por pérdidas nos permitió reequilibrar y seguir operando con normalidad."
A
Administrador
Distribución · Zaragoza
★★★★★ES
"Amortizamos mis participaciones en vez de que las comprara mi socio. Nos explicaron las implicaciones fiscales de cada vía antes de decidir."
Ss
Socio saliente
Servicios · Madrid
★★★★★EN
"Capital reduction with return to the parent company. They flagged the five-year liability issue and structured a reserve to avoid it."
Gc
Group controller
Manufacturing · Valencia
★★★★★ES
"Operación acordeón de un cliente en reestructuración. Coordinación impecable entre balance, auditor y registro."
Af
Asesor fiscal
Despacho · Alicante
★★★★★ES
"Necesitaba el trámite con urgencia y lo resolvieron en tiempo récord. El notario fue muy profesional y recibí el documento al día siguiente."
CR
Carmen R.
España
★★★★★EN
"Excellent service from start to finish. Everything was handled online and the signed document arrived within 24 hours. Highly recommended."
JW
James W.
Reino Unido
★★★★★ES
"Lo gestioné desde Buenos Aires sin viajar a España. Me guiaron paso a paso, incluso con el certificado digital. Todo claro y sin sorpresas."
MG
Mariana G.
Argentina
★★★★★FR
"Démarche réalisée entièrement en ligne depuis Paris. Équipe très réactive sur WhatsApp et notaire très professionnel. Impeccable."
SL
Sophie L.
Francia
★★★★★ES
"El proceso fue mucho más sencillo de lo que esperaba. Atención cercana por WhatsApp y presupuesto cerrado sin costes ocultos."
AM
Andrés M.
España
★★★★★DE
"Die Beurkundung wurde komplett online erledigt. Schnelle Terminvergabe, klare Anweisungen und das Dokument kam am nächsten Tag."
KB
Katrin B.
Alemania
★★★★★IT
"Pratica completata interamente online dall'Italia. Notaio disponibile e documento firmato in 24 ore. Servizio eccellente."
MT
Marco T.
Italia
★★★★★PT
"Tratei de tudo sem sair de Lisboa. Acompanhamento constante por WhatsApp e documento entregue no dia seguinte. Recomendo totalmente."
BS
Beatriz S.
Portugal
★★★★★ES
"Desde CDMX pensé que sería complicadísimo, pero salió a la primera. Videollamada puntual, notario clarísimo y precio cerrado."
GP
Gloria P.
México
★★★★★EN
"Handled from New York without flying to Spain. Clear instructions, fast scheduling and constant updates. Five stars."
SK
Sarah K.
Estados Unidos

Frequently asked questions

What does a capital reduction involve?−
It is the decrease of share capital to return contributions, absorb losses, or adjust the par value of shares. It must comply with special creditor protection requirements according to the Companies Act.
What documents are needed to reduce capital?+
Company's current deed, general meeting minutes specifying the purpose of the reduction, communications to creditors (if applicable), and solvency certificate in specific cases.
Must the reduction be communicated to creditors?+
Yes, in capital reductions for return of contributions or when net equity is less than share capital, it must be published in the Official Commercial Registry Gazette and creditors given a one-month opposition period.
How long does the complete process take?+
From the meeting resolution to registry registration, the process usually takes between 3 and 8 weeks. If a creditor opposition period is required, it may extend to 2-3 months.
Can the entire procedure be done online?+
Yes, we can manage the entire process online: advice, document preparation, and coordination with the notary. You only need to attend in person for the public deed signing or use digital signature if available.
Is capital reduction for losses mandatory?+
The law requires reduction when accumulated losses reduce net equity below two-thirds of capital and a full financial year has passed without recovery. Also when net equity falls below half of share capital.
Can capital be reduced below the legal minimum?+
No, share capital cannot be reduced below the legal minimum established for each type of company (€3,000 for SL, €60,000 for SA), unless a simultaneous capital increase is agreed.
What majority is needed at the meeting to approve the reduction?+
A reinforced majority is required: more than half of the votes corresponding to the shares into which the capital is divided. The bylaws may establish higher majorities.
How much does a capital reduction cost?+
The cost includes notary fees (according to schedule), Commercial Registry fees, publications in the Official Commercial Registry Gazette (if applicable), and our management fees. Request a quote without obligation.
Can a simultaneous reduction and increase be done?+
Yes, it is possible and common to perform an accordion operation (simultaneous reduction and increase). It is typical when losses need to be offset and the company then recapitalized.
Does reducing capital due to losses eliminate the losses?+
No: it rebalances capital and net equity from an accounting standpoint, but the losses already occurred. It serves to exit the grounds for dissolution under art. 363 LSC and present a consistent balance sheet, not to make the losses disappear.
If I receive a return of contributions, am I liable for company debts?+
In an S.L., yes: shareholders who receive the refund are jointly and severally liable for prior debts up to the amount received, for a period of five years (art. 331 LSC). This can be avoided by setting up an unavailable reserve; we'll explain which option suits your situation.
Do I need an auditor?+
When the reduction is due to losses, the balance sheet must be verified by an auditor, except in certain cases (for example, if agreed unanimously under specific conditions). We check this before setting the timeline.
Can creditors block the reduction?+
In an S.A., they have a right of opposition and may demand guarantees. In an S.L., that right does not exist as such, but it is offset by the shareholders' joint and several liability.
Can capital be reduced and increased at the same time?+
Yes, this is known as the 'accordion operation,' common in financial restructurings. It has its own rules (the capital increase resolution and its execution must be simultaneous) and should be carefully structured.
Do documents signed online have the same validity as those signed in person?+
Exactly the same. Law 11/2023 recognises the full legal validity of notarial documents executed by video call with a qualified electronic signature before a registered notary.
Do I need a digital certificate?+
Yes, to sign electronically you need a digital certificate or an electronic DNI. If you do not have one, we help you obtain it quickly before your appointment, with no additional handling fee.
Can I do it from abroad?+
Yes, the notarial video call works from any country. You only need a stable connection, your valid identity document and a digital certificate.
How much does this service cost?+
The quote includes the official notarial fees set by the Notarial Association plus our handling, fixed before you start and with no hidden costs. Request it with no obligation via WhatsApp or the form.
What if I have questions during the process?+
Our team supports you from start to finish via WhatsApp, phone or email, and the notary answers all your legal questions before signing.
Ready to get started?
Request information with no obligation: we will contact you within 2 hours.
WhatsApp 930 485 101