Autónomo vs SL for E-Commerce in Spain 2026: Comparison & Tax Strategy Guide

1. Autónomo (Sole Trader) — Overview & Legal Framework

What is an Autónomo?

The Autónomo (officially "Trabajador Autónomo" or "Trabajador por cuenta propia") is the Spanish equivalent of the UK sole trader, French micro-entrepreneur or German Einzelunternehmer. The figure is codified in Ley 20/2007 of 11 July, the Estatuto del Trabajador Autónomo (LETA), which sets out the rights, obligations, professional regime, economic protection and dispute-resolution framework for everyone working on their own account in Spain.

Under LETA, an Autónomo is a natural person aged 18 or over (16+ if legally emancipated) who carries out an economic or professional activity habitually, personally and directly for their own account and outside the scope of an employment contract. Two specific subtypes exist: the Trabajador Autónomo Económicamente Dependiente (TRADE), who earns 75%+ of their income from a single client, and the Autónomo Societario, who is also a director or significant shareholder of a company.

For Spanish e-commerce sellers, the Autónomo profile is overwhelmingly the starting point: low setup cost, fast registration, and the freedom to test product-market fit without locking capital into a corporate structure.

How to Register as an Autónomo

Registration in 2026 is a two-step administrative process completed online in a single afternoon:

1. Alta en Hacienda (AEAT) — file Modelo 036 (or simplified Modelo 037) declaring the start of activity, the IAE epigraph (e.g. 665.9 for retail e-commerce, 845 for IT services), VAT regime, and IRPF regime (Estimación Directa Simplificada is default).
2. Alta en RETA — register in the Régimen Especial de Trabajadores Autónomos via the Tesorería General de la Seguridad Social (TGSS), declaring your expected net income for the year so the system can place you in the correct contribution bracket.

Both can be completed at the Punto de Atención al Emprendedor (PAE) network or fully online through the AEAT's Sede Electrónica with a digital certificate or Cl@ve PIN. Most Autónomos are active within 24–48 hours.

VAT and IRPF Obligations

An Autónomo selling on Spanish marketplaces typically falls under the Régimen General de IVA (standard 21% VAT, with reduced 10% / 4% for specific goods). Quarterly filings are:

• Modelo 303 — quarterly VAT return (April, July, October, January)
• Modelo 130 — quarterly IRPF advance payment (Estimación Directa)
• Modelo 349 — recapitulative statement of intra-EU operations
• Modelo 100 — annual personal income tax return (renta) every May–June
• Modelo 390 — annual VAT summary, due 30 January

Books to maintain: Libro Registro de Facturas Emitidas, Libro Registro de Facturas Recibidas, Libro Registro de Bienes de Inversión and (for intra-EU sellers) the Libro Registro de Determinadas Operaciones Intracomunitarias.

Advantages and Drawbacks of Autónomo Status

• + Simplicity: low setup cost (around €0–€60 in administrative fees), no notary, no share capital, no Registro Mercantil.
• + Fast pivot: activity can be changed by updating IAE epigraphs on Modelo 037 in minutes.
• + Tarifa Plana: €80/month RETA for the first 12 months (extendable).
• − Unlimited personal liability: creditors can pursue your personal assets — including your home — for business debts.
• − Progressive IRPF: as profit grows, marginal tax climbs to 45–50%+ (state + autonomous community).
• − Owner cannot be employed by the business: all withdrawals are profit, taxed at marginal IRPF.
• − Investor-unfriendly: you cannot sell shares; equity investors require an SL.

2. Sociedad Limitada (SL) — Overview & Legal Framework

What is a Sociedad Limitada?

The Sociedad Limitada (SL) — or more formally Sociedad de Responsabilidad Limitada (SRL) — is the Spanish private limited company, governed by the Ley de Sociedades de Capital (LSC), codified in Real Decreto Legislativo 1/2010 of 2 July. Of the roughly 1.5 million companies active in Spain, more than 90% are SLs. The SL is the de-facto structure for SMEs, family businesses, e-commerce operators, SaaS startups, holding vehicles and joint ventures.

An SL is a separate legal person from its shareholders ("socios"). It holds its own assets, signs its own contracts, has its own tax identification number ("CIF" — now codified as NIF starting with letter B), can sue and be sued in its own name, and continues to exist independently of changes in shareholding. Crucially, shareholder liability is limited to the share capital they have contributed.

Share Capital Since the Ley Crea y Crece

Historically, an SL required a minimum share capital of €3,000 fully paid up at incorporation. This barrier has now been removed: under Ley 18/2022 of 28 September ("Ley Crea y Crece"), the minimum share capital is €1. The capital can be in cash, in kind, or a mixture. Two conditions apply during the build-up phase to €3,000:

• At least 20% of annual profits must be allocated to the legal reserve until the reserve plus capital reach €3,000.
• In case of liquidation while capital is below €3,000, shareholders are jointly liable for the difference between the actual capital and €3,000 — capped at that amount.

For most Spanish e-commerce founders this changes the calculus entirely: the historical "wait until you can afford the €3,000" argument for staying Autónomo no longer holds.

Incorporation: Notary, Registro Mercantil and CIRCE

Standard SL incorporation requires:

1. Reserving the company name with the Registro Mercantil Central (certificación negativa de denominación).
2. Opening a corporate bank account and depositing the share capital.
3. Drafting and signing the escritura pública de constitución before a notario, with the estatutos sociales attached.
4. Obtaining the provisional NIF from the AEAT and filing the impuesto de actos jurídicos documentados (currently exempt for incorporations).
5. Registering the escritura at the relevant Registro Mercantil Provincial.

The accelerated CIRCE route (using the SL Express / DUE form) compresses all of this into 24–72 hours through the PAE network, with standard simplified statutes. Total notary + registry fees typically run €250–€500 for a one-shareholder SL.

Ongoing Compliance Obligations

• Modelo 200 — annual Impuesto sobre Sociedades, filed within 25 days of the 6-month deadline after fiscal year-end.
• Modelo 202 — three IS prepayments per year (April, October, December).
• Modelo 303 + Modelo 390 — quarterly + annual VAT, as for Autónomos.
• Modelo 232 — related-party transactions disclosure where applicable.
• Modelo 347 — annual declaration of operations with third parties over €3,005.06.
• Cuentas anuales — annual accounts deposited at the Registro Mercantil within 30 days of the AGM (which must occur within 6 months of year-end).
• Libro Diario, Libro de Inventarios y Cuentas Anuales, Libro de Actas, Libro Registro de Socios — all maintained per the Código de Comercio and the LSC.

3. Revenue Thresholds: When to Choose Autónomo vs SL

There is No Autónomo Revenue Limit on Estimación Directa

One of the most persistent myths among Spanish e-commerce founders is that an Autónomo must convert to SL once turnover exceeds a certain amount. This is false for Estimación Directa, the default IRPF regime for any e-commerce business of meaningful size. There is no statutory revenue ceiling: you can legally bill €500,000 or €5 million as an Autónomo and remain compliant, provided you keep proper books and file the relevant declarations.

The cap that occasionally gets confused with this is the Estimación Objetiva (módulos) limit, which excludes from módulos any activity exceeding ~€250,000 in turnover (lower for some sectors). But módulos is unsuitable for e-commerce in any case — most online retailers cannot use it.

The real question is therefore not "am I allowed to stay Autónomo?" but "is it tax-efficient to stay Autónomo?"

The Real Crossover Point: Around €60,000 Net Profit

The honest answer for most Spanish e-commerce sellers is that the Autónomo→SL inflection point sits at ~€60,000 of annual net profit, and accelerates above €80,000–€100,000. Below that, the simplicity of Autónomo and the absence of corporate overhead (notary, registry, mandatory accountant) wins. Above it, the gap between progressive IRPF (37% from €35,200, 45% from €60,000, 47% from €300,000) and the flat IS (25%) becomes economically decisive — even after you account for the IRPF still due on dividends or salary you withdraw from the SL.

Other Triggers Beyond Profit

• Inventory financing: Banks rarely finance Autónomos for €100K+ stock orders. An SL with audited accounts unlocks credit lines.
• Marketplace risk exposure: Amazon or Carrefour chargebacks, A-to-Z claims and intellectual property suits are easier to compartmentalise in an SL.
• Co-founders: Two or more founders effectively require an SL to split equity properly. An Autónomo cannot have "partners" in any meaningful corporate sense.
• Investor onboarding: Angels, VCs and family-and-friends rounds need shares — Autónomos cannot issue them.
• Reinvestment strategy: If you plan to retain profit inside the business for inventory build-up, marketing or hiring, the SL's 25% retention rate beats the Autónomo's 37–47% personal IRPF leakage.

4. IRPF Brackets (Autónomo) vs Impuesto sobre Sociedades (SL)

2026 IRPF Brackets — Autónomo Income Tax

An Autónomo pays IRPF ("Impuesto sobre la Renta de las Personas Físicas") on net profit (turnover minus deductible expenses minus capital allowances) under Ley 35/2006. The IRPF scale combines a state portion with an autonomous community portion. The 2026 state scale (general base) is:

Taxable income (€)	State rate	Approx. combined rate*
0 – 12,450	9.50%	19%
12,450 – 20,200	12.00%	24%
20,200 – 35,200	15.00%	30%
35,200 – 60,000	18.50%	37%
60,000 – 300,000	22.50%	45%
> 300,000	24.50%	47%

*Combined rates assume an autonomous community scale roughly mirroring the state's. Actual combined rate varies materially: Madrid is generally below the table, while Cataluña and Comunidad Valenciana exceed it (top rates of 50% and 54% respectively).

2026 Impuesto sobre Sociedades — SL Corporate Tax

An SL pays Impuesto sobre Sociedades (IS) under Ley 27/2014. The structure is far simpler:

SL category	IS rate	Conditions
Standard SL	25%	Default rate for all SLs
Small SL (microempresa)	23%	Turnover below €1M (since 2023)
Newly created SL	15%	First profitable year + the next; Art. 29.1 LIS
Canary Islands ZEC	4%	Special ZEC regime, sector and substance conditions
Cooperative	20%	Sociedades cooperativas fiscalmente protegidas

Practical Example: €100,000 Net Profit

Imagine a Spanish e-commerce business generates €100,000 in net profit. Compare the two structures (using 2026 rates, simplified, single owner, residence in Madrid):

• Autónomo path: IRPF on €100K progressive scale ≈ €31,000–€34,000 in tax + ~€7,000 RETA = ~€38,000–€41,000 total burden. Net keep: ~€59,000–€62,000.
• SL path: IS at 25% on €100K = €25,000 corporate tax. Owner takes €40K salary (deductible, pays ~€8,000 IRPF + ~€3,700 Autónomo Societario RETA). Remaining ~€35K stays in the company. Total cash burden = ~€36,700 — but ~€35K is retained inside the SL for reinvestment.

The headline saving in this example is around €3,000–€4,000/year on identical withdrawals, plus the strategic value of retained earnings inside the SL.

5. Cuota de Autónomo — The Real-Income RETA Brackets

From Flat Rate to Real Income

Until 2022, virtually all Autónomos paid the same flat RETA contribution (~€294/month in 2022) regardless of income. The Real Decreto-ley 13/2022 of 26 July transformed this into a real-income-based system, phased in 2023–2026 and fully active in 2026. There are now 15 contribution brackets, with each bracket tied to declared net monthly income.

2026 Cuota Autónomo Brackets (Indicative)

Bracket	Net monthly income	Monthly cuota (€)
1 (Reducida)	≤ 670	~230
2	670 – 900	~260
3	900 – 1,166	~280
4 (Gral. mín.)	1,166 – 1,300	~290
5	1,300 – 1,500	~295
6	1,500 – 1,700	~310
7	1,700 – 1,850	~325
8	1,850 – 2,030	~340
9	2,030 – 2,330	~360
10	2,330 – 2,760	~390
11	2,760 – 3,190	~420
12	3,190 – 3,620	~470
13	3,620 – 4,050	~510
14	4,050 – 6,000	~550
15	> 6,000	~590

Indicative values for 2026; the Ministerio de Inclusión y Seguridad Social publishes the official, updated table each January in the BOE.

How to Choose Your Bracket

At the start of each year, an Autónomo declares projected net income in Importass (the TGSS portal) and the system places them in the corresponding bracket. The bracket can be changed up to six times per year in March, May, July, September and November (plus one regularisation). At year-end, the AEAT cross-checks declared income with actual IRPF returns; if you under-contributed, you pay the difference. If you over-contributed, you receive a refund.

What the RETA Cuota Buys You

• Healthcare — full access to the Sistema Nacional de Salud.
• Sick leave (IT) — incapacidad temporal benefits after the qualifying period.
• Maternity / paternity / co-parenting leave — full 16-week paid leave each.
• Professional contingencies — workplace accident and occupational disease cover.
• Retirement pension — calculated on the average contribution base over the regulatory window.
• Cessation of activity ("paro del autónomo") — since the 2019 reform and expanded in 2023.

6. Personal Liability (Autónomo) vs Limited Liability (SL)

Autónomo: Full Personal Liability

Under Spanish civil law (Articles 1911 and 1257 of the Código Civil), an Autónomo answers for all business obligations with their entire patrimony — present and future. There is no legal separation between business and personal assets. Suppliers, marketplaces, banks, employees, the AEAT and the Seguridad Social can all pursue personal bank accounts, vehicles, investments and (subject to constitutional protections) the family home.

The ERL Exception

Since the Ley 14/2013 of Apoyo a los Emprendedores y su Internacionalización, an Autónomo can opt into the Emprendedor de Responsabilidad Limitada (ERL) regime, which shields the habitual residence from business debts up to a market value of €300,000 (€450,000 in cities over 1M inhabitants). The ERL must be registered at the Registro Mercantil and at the Registro de la Propiedad against the relevant property. Importantly, the ERL does not shield the home from tax debt or social security debt — only from commercial claims by third-party creditors.

SL: Limited Liability — With Caveats

Under Article 1.2 LSC, shareholders of an SL "shall not be personally liable for the company's debts." The SL is liable with its own assets only; the shareholders' risk is capped at the share capital they have contributed (and any pending capital calls).

The wall is not absolute, however:

• Article 236 LSC — Director liability: Administrators are personally liable for damages caused by acts contrary to law, to the by-laws, or in breach of their fiduciary duties. Common triggers: failure to convene dissolution proceedings on time, asset stripping, mismanagement.
• Article 367 LSC — Failure to dissolve: If the company has incurred losses reducing net equity below half of share capital and the administrators do not act within two months, they become personally jointly liable for subsequent debts.
• Article 43 LGT — Subsidiary tax liability: Administrators of companies that incur tax debt can be made personally liable where they did not take the steps required to avoid it.
• Article 18 LGSS — Social security liability: Administrators are subsidiarily liable for unpaid Seguridad Social contributions of the company.
• Personal guarantees: Banks routinely demand personal guarantees from SL founders for credit lines, factoring or rentals — voluntarily piercing the corporate veil.

Risk-Driven Selection Heuristic

The simplest liability heuristic for a Spanish e-commerce founder:

• Low risk (small inventory, dropshipping, digital goods, <€30K revenue): Autónomo is fine.
• Medium risk (€100K+ revenue, owned inventory, marketplace concentration on Amazon/Carrefour, paid ads spend): SL strongly preferred.
• High risk (regulated products: cosmetics, electronics with CE marking, food supplements; significant cross-border VAT exposure; multiple employees): SL essentially mandatory.

7. Tarifa Plana — The €80/Month Boost for New Autónomos

What is Tarifa Plana?

Tarifa Plana ("flat rate") is the headline incentive for first-time Autónomos: instead of paying the normal RETA bracket cuota, you pay a flat €80 per month for the first 12 months of activity. The measure was introduced by Ley 14/2013 and substantially reshaped by Ley 31/2022 alongside the real-income RETA reform.

Eligibility Conditions

• First registration in RETA, or after at least 2 years since the last RETA alta (3 years if you have previously used Tarifa Plana).
• Not an Autónomo Colaborador (family member helping another Autónomo) under the same household.
• No outstanding social-security or AEAT debts.

The 12-Month Extension

After the initial 12 months at €80/month, a second 12-month period at €80/month is available if the Autónomo's projected net annual income remains below the Salario Mínimo Interprofesional (SMI) on an annualised basis (~€16,576 in 2026). To activate the extension you file the relevant request with the TGSS at least one month before the first period ends.

8. Accounting Simplicity: Autónomo Books vs SL PGC

Autónomo Accounting under Estimación Directa Simplificada

Autónomos on Estimación Directa Simplificada (the default for businesses below ~€600,000 turnover) maintain a streamlined set of fiscal books rather than double-entry accounting:

• Libro Registro de Ventas e Ingresos — chronological log of issued invoices.
• Libro Registro de Compras y Gastos — chronological log of received invoices.
• Libro Registro de Bienes de Inversión — capital-goods register.
• Libro Registro de Provisiones de Fondos y Suplidos — only for certain professional activities.

No double-entry, no annual accounts to deposit, no Registro Mercantil filings. Most Autónomos use lightweight invoicing software (or a small monthly gestoría) and spend €40–€80/month on accounting.

SL Accounting under the Plan General de Contabilidad

An SL is bound by the full Código de Comercio regime and the Plan General de Contabilidad (PGC) — Real Decreto 1514/2007 — with the simplified PGC PYMES available to small SLs (specific balance sheet, P&L and turnover thresholds). Required books include:

• Libro Diario — full chronological double-entry journal.
• Libro de Inventarios y Cuentas Anuales — opening balance, trial balances, year-end accounts.
• Libro de Actas — minutes of shareholder meetings and board meetings.
• Libro Registro de Socios — share register.

The annual accounts (balance sheet, P&L, statement of changes in equity, cash-flow statement where applicable, and notes — "memoria") must be approved by the AGM and deposited at the Registro Mercantil within 30 days. SLs above certain thresholds (Article 257 LSC: assets > €4M, turnover > €8M, or > 50 employees in two consecutive years) lose access to the abbreviated formats. Auditing becomes mandatory above further thresholds.

Verifactu / SIF 2026 — Equal Impact on Both

Under Real Decreto 1007/2023 and the Orden HAC/1177/2024 implementing it, every business invoicing system must produce immutable records and a QR code on each invoice from 1 January 2026 for IS taxpayers (SLs) and 1 July 2026 for IRPF taxpayers (Autónomos). Verifactu is the optional real-time submission to the AEAT; SIF is the certified billing software baseline. Both SLs and Autónomos must comply — the only difference is the start date.

9. Migrating from Autónomo to SL

The Standard Migration Pattern

A growing Autónomo who has decided to incorporate an SL almost always faces the same question: how do I transfer the existing business — inventory, contracts, customer lists, marketplace accounts, brand assets — into the new SL without triggering a large IRPF capital gain on the way?

Spanish tax law offers a specific mechanism for this: the aportación no dineraria de rama de actividad ("non-cash contribution of a business unit") under Chapter VII of Title VII of the Ley del Impuesto sobre Sociedades (Articles 76–89 LIS). When the conditions are met, the operation is fiscally neutral: no IRPF on the latent gain, no transfer tax (ITP), and the SL inherits the historical tax base of the contributed assets.

Eligibility Conditions for Tax Neutrality

• The contribution must comprise a complete branch of activity — assets, liabilities, contracts, working capital and (typically) employees attached to it.
• The SL must be a Spanish tax-resident entity (or qualifying EU/EEA entity).
• The contributor must receive shares of the SL representing at least 5% of its capital.
• The operation must have valid economic motives (consolidating activity, attracting investors, separating risks) — not pure tax avoidance.
• A specific election in the Modelo 200 of the year of the operation, plus disclosure in the memoria.

Step-by-Step Migration Path

1. Plan the cut-off date. Most founders pick fiscal year-end (31 December) or a clean quarter boundary.
2. Form the new SL with minimal cash capital (€1+) under the CIRCE/Ley Crea y Crece route.
3. Value the contributed branch. Independent valuation is recommended for material contributions.
4. Sign the contribution before notary — the escritura specifies the branch of activity, the contributed assets and liabilities, and the shares issued in exchange.
5. Register the capital increase at the Registro Mercantil.
6. Transfer operational assets: marketplace accounts (Amazon SP-API, Carrefour, El Corte Inglés), domain names, bank accounts, supplier contracts, employment contracts (via subrogación per Article 44 ET).
7. Update VAT and IRPF registrations: Modelo 036 (Autónomo) marking cessation of the branch; Modelo 036 (SL) marking start of activity.
8. Decide whether to keep the Autónomo status for a residual professional activity or to deregister entirely.

10. Decision Matrix — Which Structure Wins for You?

The Quick Matrix

The Three-Question Test

If you want a brutally short version, answer three questions:

1. Will your net annual profit exceed €60,000 within 18 months?
2. Do you carry significant inventory, regulatory or contractual risk?
3. Do you plan to raise capital, add co-founders, or retain earnings for reinvestment?

One "yes" tilts the answer toward SL. Two or more make SL the clear choice. Three "no"s mean Autónomo is the right starting point — and you can always migrate later.

Legal Framework — The Five Laws Every Spanish E-Commerce Founder Must Know

Frequently Asked Questions