The starting picture
| ENI | LDA | |
|---|---|---|
| Legal personality | No | Yes |
| Liability | Unlimited, against your assets | Limited to share capital |
| Taxation | IRS category B | IRC, then IRS on what you take out |
| Certified accountant | Depends on the regime | Mandatory |
| Running cost | €25–75 per month plus VAT | €120–500 per month plus VAT |
| Setup | Immediate, €40 plus VAT | Via a solicitadora, timing varies |
Criterion 1 — risk exposure
This is the criterion most often overlooked, and the one with the heaviest consequences.
As an ENI, there is no legal separation between you and the business. A business debt is a personal debt. A dispute with a client, an unpaid supplier, a tax assessment: your own assets answer for it.
In an LDA, liability is in principle limited to the share capital. That protection is not absolute — directors remain liable for their own fault — but it changes the nature of the risk.
If your activity involves financial commitments, stock, building work or employees, the question is settled before tax even enters the conversation.
Criterion 2 — tax
As an ENI, profit is taxed under IRS category B at progressive rates, whether or not it stays in the business account.
In an LDA, profit is first subject to IRC. What then reaches you — director pay or dividends — carries its own tax.
There is no universal threshold above which an LDA becomes better: it depends on your level of costs, what you actually take out, and your family situation. That is exactly what a side-by-side simulation brings out.
Criterion 3 — commercial credibility
Some clients, particularly larger companies and the public sector, are reluctant to contract with a sole trader. Banks also look at the legal form.
Criterion 4 — plans to hire
Hiring as an ENI is possible, but a company structure suits better as soon as there are several employees, and is essential if there are co-founders.
How we approach it
We compare both scenarios against your real numbers before recommending anything. The first consultation is free.
And if you started as an ENI, moving to an LDA later is still possible: this is not an irreversible decision.