Special Procedure for Micro-Enterprises: Digital, Fast Insolvency Without a Court-Appointed Administrator

The Special Procedure for Micro-Enterprises (Procedimiento Especial para Microempresas) was introduced by Law 16/2022 reforming the Texto Refundido de la Ley Concursal (TRLC) and is available to companies and self-employed individuals with fewer than 10 employees and annual turnover below EUR 700,000 or total liabilities below EUR 350,000. Unlike ordinary insolvency proceedings, the procedure operates entirely through a digital platform (the SEM — Servicio Electrónico de Microempresas) without a court-appointed insolvency administrator, allowing three possible outcomes: business continuation through a restructuring plan, a creditor arrangement (acuerdo), or orderly liquidation. The absence of an administrator reduces total costs to a fraction of ordinary proceedings, and the timeline is typically three to six months. The procedure was designed specifically to solve the access-to-insolvency gap that previously left micro-enterprises unable to afford formal resolution of their financial difficulties.

What the Special Procedure for Micro-Enterprises Is and Why It Exists

The special procedure for micro-enterprises is an insolvency instrument created by Law 16/2022, which reformed the Consolidated Insolvency Act (Texto Refundido de la Ley Concursal — TRLC), and entered into force on 1 January 2023. Its purpose is to address a real and well-documented problem: ordinary insolvency proceedings (concurso de acreedores) are so expensive and slow that micro-enterprises simply do not use them.

Before the reform, a company with 5 employees, €200,000 in debt, and no liquidity had two realistic options: file for insolvency at a cost exceeding its means, or close informally and leave debts unresolved. The second option exposed the director to personal liability for failing to file on time. A trap with no easy exit.

The special procedure breaks that trap with three structural changes. First, it eliminates the court-appointed insolvency administrator (administrador concursal), which is the primary cost driver in ordinary proceedings. Second, it digitises the entire process through the SEM (Servicio Electrónico de Microempresas), which drastically reduces both timelines and procedural costs. Third, it offers three routes adapted to different situations: continuing the business under a payment plan, reaching an arrangement with creditors to reduce the debt burden, or liquidating in an orderly manner.

The procedure is available to companies with fewer than 10 employees and annual turnover below €700,000 or total liabilities below €350,000. Both legal entities and individual business owners and self-employed persons (autónomos) with a commercial activity fall within its scope.

The Three Routes: Continuation, Arrangement, and Liquidation

The special procedure is not simply a closing mechanism: it is an insolvency management instrument with three possible outcomes, and selecting the right route at the outset determines much of the final result.

The continuation route is designed for companies that have a viable business but a temporary liquidity problem or an unsustainable debt structure. The business owner submits a continuation plan setting out the operational and financial measures needed to stabilise the company and a creditor repayment schedule. If creditors approve the plan, the company continues operating under the agreed terms. This route requires the business to have realistic prospects of generating the cash flow needed to fulfil the plan.

The arrangement route (via de convenio) is the equivalent of the creditor arrangement in ordinary insolvency proceedings, in simplified form. The business owner proposes a haircut (quita — reduction of the debt principal), a deferral (espera — extension of the repayment period), or a combination of both. If the creditors representing the required majorities vote in favour, the arrangement is approved and binding on all creditors, including dissenting ones. This is the appropriate route when the business is viable but needs to reduce its debt burden to operate normally.

The liquidation route allows the company to be wound down in an orderly manner, realising assets to pay creditors according to their priority ranking (rango de prelación). Unlike an informal closure, liquidation within the special procedure protects the director from personal liability arising from the insolvency, extinguishes outstanding debts to the extent possible, and allows the individual business owner to access the second-chance mechanism (segunda oportunidad) for residual debts that cannot be settled from the liquidated assets.

The Real Cost: Comparison with Ordinary Insolvency Proceedings

The financial saving of the special procedure over ordinary insolvency proceedings is the most immediate argument, but it is worth understanding where that saving comes from and whether there are any trade-offs.

In ordinary proceedings, the main expense is the insolvency administrator. Their fee is calculated on the debtor’s assets and liabilities according to percentages set by royal decree. For a typical micro-enterprise with €200,000 in liabilities and €50,000 in assets, the minimum administrator fee exceeds €15,000, to which must be added notification costs, court fees, and lawyer and procurador fees. The total cost rarely falls below €25,000–€30,000 for this type of company.

The special procedure has no insolvency administrator. Processing is electronic through the SEM, eliminating most of the costly procedural steps. The only relevant costs are legal representation fees (a lawyer and procurador remain mandatory) and advisory fees for documentation preparation. In practical terms, total cost is reduced by 60–80% compared with ordinary proceedings for a comparable micro-enterprise.

The trade-off is that the special procedure requires greater personal involvement from the business owner. Without an insolvency administrator managing the process, the owner must actively participate in document preparation, creditor negotiations, and deadline management on the SEM. Our team takes on the operational management of the procedure to minimise that burden, but the owner’s availability and cooperation are essential to keeping the process on track.

How to Access the SEM and What Documentation You Need

Access to the SEM platform requires a digital certificate or Cl@ve (Spain’s electronic identity system). The platform is available through the Ministry of Justice portal and is the single channel for all procedural steps: from the initial application through to the conclusion certificate.

The documentation required for the application includes: financial statements for the two most recent financial years (balance sheet and profit and loss account), an explanatory memorandum on the current economic situation, a complete creditor schedule showing the amount and due date of each debt, an inventory of the company’s assets and rights, a staff list and the status of employment contracts, and a draft plan if the continuation or arrangement route is chosen.

One of the reasons business owners seek professional advice for this procedure is precisely the preparation of the documentation. The explanatory memorandum in particular requires a coherent narrative of the situation that justifies the chosen route and builds creditor confidence in the plan’s viability. A poorly drafted memorandum can undermine plan approval even when the underlying figures are favourable.

Once the application is submitted, the SEM automatically notifies all creditors identified in the filing and opens the relevant period for the chosen route. Creditors can challenge the micro-enterprise qualification or raise objections to the plan within the established deadlines. The platform manages these steps electronically, which removes much of the deadline uncertainty that characterises ordinary proceedings.