Autónomo vs Sociedad Limitada (SL): differences, costs, and when to switch
Last updated: 2026-06-12
Choosing between being an autónomo (self-employed sole trader) or forming a Sociedad Limitada (SL) is one of the most important decisions for any entrepreneur in Spain. Both options are valid, but each suits different situations. This guide compares costs, taxes, liability, and requirements so you can decide with real data.
Autónomo vs SL: the basics
An autónomo is a natural person carrying out an economic activity on their own account. Legally there is no separation between the person and the business.
A Sociedad Limitada (SL) is an independent legal entity with its own identity. The company's assets are separate from those of its shareholders.
| Aspect | Autónomo | Sociedad Limitada (SL) |
|---|---|---|
| Legal personality | Natural person | Independent legal entity |
| Trading name | Holder's name and surnames (can register a brand separately) | Freely chosen company name |
| Minimum capital | Not required | 1 € legally (3,000 € recommended) |
| Liability | Unlimited (personal assets) | Limited to share capital contributed |
| Main tax | IRPF (19-47%) | Impuesto sobre Sociedades (19-25%) |
Setup costs
Registering as an autónomo is quick and cheap: you just need to register with Hacienda (Modelo 036/037) and Seguridad Social. With an advisor, the cost ranges from 0 to 300 €.
Forming an SL involves more formalities and significantly higher costs:
| Item | Approximate cost |
|---|---|
| Company name availability certificate | 15-20 € |
| Notary (articles of association) | 150-300 € |
| Mercantile Registry | 100-200 € |
| Share capital (legal minimum 1 €; typical 3,000 €) | 1-3,000 € |
| Gestoría / advisory fees for the process | 200-400 € |
| Approximate total | 500-4,000 € |
Since Ley 18/2022 (Ley Crea y Crece), the legal minimum share capital is just 1 €. However, most SLs are formed with 3,000 € because below that amount restrictions apply: 20% of profits must go to a legal reserve until the combined reserve and capital reach 3,000 €, and shareholders are jointly and severally liable up to 3,000 € in the event of winding up. Capital is not a cost: it stays in the company's bank account and can be used for the activity.
Annual running costs
| Item | Autónomo | SL |
|---|---|---|
| Seguridad Social | From 205.88 €/month (tarifa plana: 88.64 €/month for the first 12 months) | Autónomo societario: minimum base 1,424.40 €/month (~448 €/month in 2026) |
| Gestoría / advisory | 80-150 €/month | 150-300 €/month |
| Bookkeeping and annual accounts | Not mandatory (income/expense ledger) | Mandatory: mercantile bookkeeping + filing of annual accounts |
| Tax filings | Quarterly (Modelo 130, Modelo 303) + annual (Modelo 100) | Quarterly (IS pago fraccionado, IVA) + annual (Modelo 200) + annual accounts |
| Additional annual cost of SL | - | ~1,000-2,000 € more than autónomo |
For more on an autónomo's tax obligations, see our tax obligations guide.
Tax comparison: IRPF vs Impuesto sobre Sociedades
This is the most significant long-term difference and the main reason to consider forming an SL.
Autónomo: progressive IRPF
The autónomo pays Impuesto sobre la Renta de las Personas Físicas (IRPF), on a progressive scale:
| Taxable base | Approximate national + regional rate |
|---|---|
| Up to 12,450 € | 19% |
| 12,450 - 20,200 € | 24% |
| 20,200 - 35,200 € | 30% |
| 35,200 - 60,000 € | 37% |
| 60,000 - 300,000 € | 45% |
| Over 300,000 € | 47% |
Regional brackets vary by autonomous community. The quarterly pago fraccionado (Modelo 130) is 20% of the rendimiento neto.
SL: Impuesto sobre Sociedades
The SL pays Impuesto sobre Sociedades (IS):
- Microenterprises (billing < 1 M€): 19% on the first 50,000 € + 21% on the rest (Ley 7/2024, in force from 2026)
- SMEs (billing 1-10 M€): 23%
- General rate (billing > 10 M€): 25%
- Newly formed companies: 15% for the first two years with a positive taxable base
If the shareholder wants to extract company profits as dividends, these are additionally taxed in the shareholder's IRPF:
| Dividend bracket | Rate |
|---|---|
| Up to 6,000 € | 19% |
| 6,000 - 50,000 € | 21% |
| 50,000 - 200,000 € | 23% |
| 200,000 - 300,000 € | 27% |
| Over 300,000 € | 30% |
Comparative example: 80,000 € net profit
| Item | Autónomo | SL (40,000 € salary + 40,000 € profit) |
|---|---|---|
| IRPF on total profit | ~22,000 € (effective rate ~27.5%) | - |
| IRPF on shareholder salary | - | ~8,600 € (effective rate ~21.5%) |
| IS on company profit (microenterprise: 19% on first 50k€) | - | 7,600 € |
| Total tax | ~22,000 € | ~16,200 € |
| Saving with SL | - | ~5,800 € |
Simplified example, excluding deductions and SS contributions. Real savings depend on individual circumstances and the autonomous community.
Liability
- Autónomo: unlimited liability. Personally liable with all assets (home, savings, vehicles). The Emprendedor de Responsabilidad Limitada (ERL) status protects the main home under certain conditions.
- SL: liability limited to share capital contributed. The shareholder's personal assets are protected. However, directors can be personally liable in cases of serious negligence or failure to meet legal obligations.
If your activity involves significant financial risks (large contracts, supplier debts, hired employees), the SL's asset protection is a significant advantage.
Seguridad Social: RETA and autónomo societario
| Aspect | Autónomo (individual) | Autónomo societario (SL administrator) |
|---|---|---|
| Regime | RETA | RETA (autónomo societario) |
| Minimum base | 653.59 €/month | 1,424.40 €/month (higher) |
| Approximate minimum cuota | 205.88 €/month | ~448 €/month |
| Tarifa plana | Yes (88.64 €/month, 12-24 months) | Not applicable |
| Cuota de autónomos | By real income | Minimum base of the contribution group |
The autónomo societario (administrator and majority shareholder of an SL) contributes to the RETA with a minimum base of 1,424.40 €/month and cannot access the tarifa plana. This represents an additional fixed cost of around 200-250 €/month compared to an autónomo on the minimum cuota.
Deductible expenses: key differences
Both structures allow you to deduct business expenses, but the SL has more flexibility:
| Type of expense | Autónomo | SL |
|---|---|---|
| Home utilities (if you work from home) | 30% of the proportional share | 100% if there is a dedicated office |
| Vehicle | 50% of IVA if mixed use is justified (IRPF: requires exclusively professional use) | 100% if it is a company vehicle |
| Dietas and travel | Limited (26.67 €/day domestic) | No fixed limit if justified |
| Owner's salary | Not deductible (it is the income itself) | Yes, deductible (staff cost) |
| Pension plans | IRPF deduction (up to 1,500 €) | Company contributions to the employee's plan |
The SL allows the shareholder-director to set themselves a salary, which is a deductible expense for the company and employment income for the shareholder (with its work-income reduction). For more on tax optimization, see our tax optimization guide.
When is it worth switching from autónomo to SL?
There is no single answer, but these are the main signals:
Signs it is time to form an SL
- Sustained net profit consistently above 50,000-75,000 €/year: when your effective IRPF rate consistently exceeds 27-30%, an SL starts to be more tax-efficient.
- Need for asset protection: if you are taking on significant financial risks or hiring employees.
- Growth and partners: if you expect to bring in partners or investors, the SL makes the structure easier.
- Corporate image: some clients and markets value a mercantile company more highly.
Signs it is better to stay as an autónomo
- Variable or unstable income: it makes no sense to form an SL for one good year. The decision must be based on sustained long-term income.
- Net profit below 40,000-50,000 €/year: IRPF will probably be lower than the total cost of maintaining an SL.
- Low-risk activity: if you are not handling significant debts or hiring staff.
- Early years of activity: take advantage of the tarifa plana and administrative simplicity.
IVA tax treatment: the same in both cases
Both the autónomo and the SL are required to file quarterly Modelo 303 at the 21% IVA rate. Managing IVA is virtually identical in both legal structures.
The process: switching from autónomo to SL
If you decide to make the move, these are the main steps:
- Consult a tax advisor: evaluate your specific situation with income and expense projections.
- Form the SL: company name, notarial deed, mercantile registration (~2-4 weeks).
- Register with Hacienda and Seguridad Social: SL census registration (Modelo 036) + autónomo societario registration.
- Deregister as a sole-trader autónomo: if you are transferring all activity to the SL.
- Transfer clients and contracts: new invoices in the name of the SL.
Important: the switch does not have to be all-or-nothing. Some professionals keep their autónomo status for part of their activity and bill the rest through the SL.
Summary: final comparison table
| Criterion | Autónomo | Sociedad Limitada (SL) |
|---|---|---|
| Setup cost | 0-300 € | 500-4,000 € |
| Minimum capital | No | 1 € legally (3,000 € recommended) |
| Liability | Unlimited | Limited |
| Main tax | IRPF (19-47%) | IS (19-25% depending on size) |
| Seguridad Social | From 205.88 €/month | From ~448 €/month |
| Tarifa plana | Yes (88.64 €/month) | No |
| Administrative complexity | Low | Medium-high |
| Best for income | < 50,000 € net/year | > 60,000-75,000 € net/year |
| Closure | Hacienda and SS deregistration | Formal winding up |
At what income level does an SL make financial sense?
There is no magic number that applies to everyone, because the answer depends on how much you reinvest, your deductible expenses, and the autonomous community you live in. That said, the mechanics are clear:
- The sole-trader autónomo pays progressive IRPF: above 60,000 € of taxable base the marginal rate rises to 45-47%.
- The SL pays Impuesto sobre Sociedades: 19% on the first 50,000 € and 21% on the rest for microenterprises with billing under 1 M€ (Ley 7/2024).
The difference in rates is the source of the potential saving. As a general guideline - not an exact figure - many advisors put the break-even point at around 60,000-80,000 € of sustained net profit. Below that range, the additional fixed costs of the SL (mercantile bookkeeping, accounts filing, higher gestoría fees) often exceed the tax saving.
The decisive condition: can you leave money in the company?
An SL only truly pays off if you do not need to extract all the profit to live on. Money that stays inside the company is taxed at the IS rate (19-21% for microenterprises) instead of at your IRPF marginal rate. If you end up distributing everything as dividends each year, the double taxation (IS + savings IRPF) usually equals or exceeds what you would have paid as an autónomo.
Practical rule: if you consume all the profit for personal expenses, the SL's tax advantage evaporates. If you can reinvest or accumulate within the company, the SL starts to make sense.
How do you take money out of an SL? The double-taxation chain
Extracting profits from an SL always follows the same two-stage path:
1. Salary (payroll for the shareholder-director)
The shareholder sets themselves a salary as director or employee. For the company it is a deductible expense (reduces the IS base). For the shareholder it is taxed as employment income in IRPF, with the same withholdings as any employee.
2. Impuesto sobre Sociedades on the remaining profit
After deducting the salary, the SL pays IS on the remaining profit:
- Microenterprises (billing < 1 M€): 19% on the first 50,000 €, 21% on the rest
- SMEs (1-10 M€): 23%
- General rate (> 10 M€): 25%
3. Dividends: second-level taxation
If after paying IS you distribute the profit as dividends, these are taxed again in your savings IRPF:
| Bracket | Rate |
|---|---|
| Up to 6,000 € | 19% |
| 6,000 - 50,000 € | 21% |
| 50,000 - 200,000 € | 23% |
| 200,000 - 300,000 € | 27% |
| Over 300,000 € | 30% |
Numerical example: 100,000 € profit before tax
Assume a shareholder paying themselves a gross salary of 40,000 € and the SL generating 100,000 € before labor costs.
| Item | Amount |
|---|---|
| SL gross profit | 100,000 € |
| Shareholder gross salary (deductible expense) | 40,000 € |
| IS taxable base | 60,000 € |
| IS: 19% × 50,000 + 21% × 10,000 | 9,500 + 2,100 = 11,600 € |
| Net profit in the SL (undistributed) | 48,400 € |
| Shareholder IRPF on salary (approx.) | ~8,600 € |
| If distributing 48,400 € as dividends | + ~10,000 € (savings IRPF) |
| Total tax if reinvested | ~20,200 € |
| Total tax if all distributed | ~30,700 € |
Simplified example; does not include SS contributions or all applicable deductions.
The difference between reinvesting and distributing is over 10,000 € in this case. That is the logic behind the SL.
Risk of false autónomo with a sole-shareholder SL
Forming an SL to invoice a single client can attract the attention of the Labor Inspectorate and Hacienda. If the relationship has characteristics of labor dependency - hours set by the client, client-provided equipment, exclusivity, effective control over your work - it may be reclassified as a disguised employment relationship or simulation.
Consequences include: unpaid SS contributions (with surcharges), IRPF assessment, and penalties. The risk is reduced when you can demonstrate:
- Multiple clients with distributed billing (none exceeding 75-80% of your income)
- Your own equipment: hardware, software, your own workspace
- Organizational freedom: schedules and working methods decided by you
- Responsibility for results: you bear the economic risk of the project
If you currently depend on a single client, consider whether the move to an SL solves the problem or merely disguises it. A tax advisor can assess your exposure before you make the move.
Intermediate step: autónomo colaborador
Before jumping to an SL, there is a less-known option that can split the tax burden without the complexity of forming a company: registering a family member as an autónomo colaborador.
A spouse, descendant, ascendant, or family member up to the second degree of consanguinity who lives with you can collaborate in your activity and receive a salary for it, which is a deductible expense in your IRPF (provided it is a market-rate remuneration for actual work performed). The family member contributes to the RETA with their own bases, and the activity's taxable base is reduced.
It is not a universal solution - the family member must genuinely work in the business and the salary must be in line with the market - but it can be a logical step before taking on the fixed costs of an SL.
Alternative for impatriados: the Beckham regime
If you are a foreigner who has recently moved to Spain or a Spanish resident returning after years abroad, the special regime for impatriados (Ley Beckham) may be a more attractive option than an SL. This regime allows you to pay IRPF as a non-resident for up to six years, at a flat rate of 24% on Spanish-source income up to 600,000 € (instead of the progressive scale). See our Ley Beckham guide for the requirements and conditions.
Official sources
- Ley 18/2022 "Crea y Crece" - minimum share capital 1 € - BOE
- Ley 7/2024 - Impuesto sobre Sociedades rates 2026 - BOE
- Impuesto sobre Sociedades rate - AEAT
- Orden PJC/297/2026 - autónomo societario contribution bases - BOE
- Art. 95.3 Ley del IVA - vehicle deduction (50% IVA) - BOE
- Art. 22 RIRPF - exclusive asset use - BOE
- Portal CIRCE - business creation - Ministry of Industry
- Importass - self-employment guide - Seguridad Social
FAQ
Which is cheaper - being an autónomo or forming an SL?
Being an autónomo is cheaper to start (free registration or up to 300 €) and cheaper to maintain (SS cuota + gestoría). Since the Ley Crea y Crece (2022), the legal minimum share capital for an SL is just 1 €, although most are formed with 3,000 € to avoid legal restrictions. Setting up an SL costs around 500-600 € in formalities plus that initial capital, and annual maintenance (bookkeeping, annual accounts, Impuesto sobre Sociedades) runs 1,000 to 2,000 € more per year than operating as an autónomo.
At what income level does forming an SL make sense?
As a general rule of thumb, many advisors put the threshold at 50,000 to 75,000 € of sustained annual net profit. Above that range, the combination of salary plus Impuesto sobre Sociedades (19-25% depending on company size) tends to be more efficient than the progressive IRPF scale (up to 47%).
Does an autónomo have unlimited liability?
Yes, an autónomo has unlimited liability: they are personally liable with all their assets. An SL limits liability to the share capital contributed (legal minimum 1 €, although normally formed with 3,000 €), although directors can be held personally liable in cases of serious negligence.
Can I be an autónomo and have an SL at the same time?
Yes. If you are the administrator and majority shareholder of an SL, you will be required to contribute as an autónomo societario in the RETA. Many professionals maintain activity as a sole-trader autónomo while also being shareholders or directors of an SL.
What taxes does an autónomo pay compared to an SL?
An autónomo pays IRPF (progressive scale from 19% to 47%). An SL pays Impuesto sobre Sociedades (general rate 25%; microempresas with billing under 1 M€: 19% on the first 50,000 € and 21% on the rest; SMEs from 1-10 M€: 23%). If the shareholder extracts profits as dividends, those are additionally taxed between 19% and 30%.
How do you take money out of an SL?
There are three main ways: (1) salary to the shareholder-director, which is a deductible expense for the SL and is taxed in the shareholder's IRPF as employment income; (2) dividend distribution from profits after paying Impuesto sobre Sociedades, which is taxed in the shareholder's savings IRPF between 19% and 30%; and (3) repayment of capital contributions or loans to the shareholder, with their own tax implications. Every euro that leaves the SL has been taxed twice - first in IS and then in IRPF - so the tax advantage only holds if you can leave part of the profit inside the company.
Can Hacienda reclassify my SL as a false autónomo?
Yes. If you have a sole-shareholder SL with a single client that sets your hours, provides your equipment, and controls your work, Hacienda may conclude there is a disguised employment relationship (simulation or false autónomo). Consequences include unpaid Seguridad Social contributions (with surcharges), IRPF, interest, and penalties. To reduce the risk it is key to demonstrate genuine autonomy: multiple clients, your own equipment, freedom over your schedule, and no economic dependence on a single payer.