Professional Company in Spain (Sociedad Profesional)

What Is a Sociedad Profesional?

A sociedad profesional is a company specifically designed to allow two or more licensed professionals — or a single professional in some cases — to exercise a regulated professional activity through a corporate entity rather than as individual self-employed practitioners. The legal framework is Ley 2/2007, de 15 de marzo, de Sociedades Profesionales, which created a new category of company that can hold professional licences in its own name.

Before Ley 2/2007, the most common structure for professional practices in Spain was an informal partnership (comunidad de bienes) or a regular S.L. that employed licensed professionals, while the professional themselves signed all work products in their own name. Ley 2/2007 formalised the sociedad profesional, allowing the company itself to be the contracting and responsible entity, provided it meets specific governance and ownership requirements.

The sociedad profesional is relevant to lawyers, solicitors (procuradores), architects, engineers, doctors, dentists, pharmacists, veterinarians, accountants and auditors (in some cases), psychologists, and other regulated professionals listed by professional association regulations.

How It Works in Spain

Formation and Requirements

Forming a sociedad profesional requires:

1. Choosing the legal form: A sociedad profesional can take the form of a Sociedad Limitada Profesional (SLP) or Sociedad Anónima Profesional (SAP), among others. The SLP is the most common.
2. Professional majority: At least the majority of share capital and voting rights must be held by professional partners (socios profesionales) who are licensed, active practitioners of the relevant profession. Non-professional (investor) partners may participate but cannot hold the majority.
3. Board governance: At least 75% of board or management positions must be held by professional partners.
4. Professional registration: The sociedad profesional must register not only at the Commercial Registry but also with the relevant professional association (colegio profesional) of its activity. Without registration at the colegio, the company cannot legally practise the regulated profession.
5. Professional liability: The sociedad profesional is jointly liable with the individual professionals who actually carry out the work for any professional negligence. This is different from a standard S.L., where the company is the sole liable party.

The SLP (Sociedad Limitada Profesional)

The SLP follows the standard S.L. legal framework (Real Decreto Legislativo 1/2010, LSC) with the modifications introduced by Ley 2/2007. Minimum capital is €3,000 (or €1 for an S.L.M. — simplified form), same as a standard S.L. The founding deed (escritura de constitución) must expressly state that the company is incorporated as a sociedad profesional and must identify the professional partners and their licences.

The SLP is registered at both the Commercial Registry and the relevant professional body. If registration at the professional body is refused (for example, because the professional body has additional requirements not met), the SLP cannot begin trading.

Tax Treatment

The sociedad profesional follows standard Corporate Tax rules for companies:

• Company-level profits taxed at 25% (15% for new companies in the first two profitable years)
• Salaries paid to professional shareholder-employees deducted as expenses
• Dividends to shareholders taxed as savings income (19–26–28% progressive rates)
• Reduced IRPF withholding for invoicing among professionals (7% in the first three years of professional activity; 15% thereafter)

The tax efficiency of a sociedad profesional versus operating as an autónomo (self-employed) depends on income level:

The efficiency gain comes from the difference between the corporate tax rate (25%) and the top IRPF rate (47%) — but only if the professional does not immediately extract all corporate profits as salary or dividend.

IRPF Qualification Test

The AEAT has long monitored professionals who use companies primarily as income-splitting vehicles. A significant Supreme Court (Tribunal Supremo) line of jurisprudence and AEAT guidance addresses when a professional’s services are truly delivered by the company (and therefore eligible for corporate tax treatment) versus when they are personal services that should be directly subject to IRPF.

Key factors the AEAT considers:

• Does the company have employees other than the professional themselves?
• Does the company have genuine infrastructure (office, equipment)?
• Are clients contracting with the company or the individual?
• Does the professional have personal relationships with clients that go beyond what the company provides?

If the AEAT determines that the professional’s service is purely personal and the company is artificial, it may recharacterise the income as IRPF employment or professional income, bypassing the corporate structure.

Key Regulations

• Ley 2/2007 de Sociedades Profesionales: the foundational law for professional companies
• Real Decreto Legislativo 1/2010 (LSC): corporate law applicable to S.L. and S.A. forms
• Ley 35/2006 (IRPF): personal income tax treatment of professional income and dividends
• Ley 27/2014 (LIS): corporate tax treatment of the sociedad profesional
• Professional association regulations (estatutos colegiales): each professional body has specific rules for companies registered in their colegio

Practical Implications for Foreign Investors

Foreign Professional Firms Entering Spain

International law firms, consulting firms, engineering companies, and other professional services businesses may want to establish a Spanish sociedad profesional rather than a standard S.L. if they intend to formally exercise regulated activities in Spain under a professional licence. The sociedad profesional gives the entity standing to contract directly with Spanish clients as a licensed professional entity.

However, for many international professional service firms — particularly management consultants, financial advisers, and IT consultants — the activities are not “regulated professions” under Ley 2/2007, and a standard S.L. is entirely appropriate and simpler.

Multi-Disciplinary Practices

Spain’s version of the sociedad profesional allows multi-disciplinary firms (e.g., a firm combining lawyers and economists, or doctors and pharmacists) provided the professional activities are compatible. This mirrors the Anglo-Saxon LLP model and is increasingly used by Spanish professional firms seeking to compete with international practices.

Transition from Autónomo to SLP

The most common use case for a sociedad profesional is a self-employed professional whose income has grown to the point where the IRPF burden becomes very significant. Converting to an SLP involves transferring the client base to the company (a change the clients must be informed of), registering the SLP with the colegio profesional, and establishing the appropriate salary versus dividend extraction policy.

How BMC Can Help

We advise professionals and professional service firms on whether forming a sociedad profesional is appropriate and tax-efficient given their income level, activity, and growth plans. We manage the incorporation process — from drafting the constitutional documents to registration at both the Commercial Registry and the relevant professional body — and model the optimal salary-dividend extraction strategy for professional shareholders.