We handle the incorporation and authorization of your mutual guarantee company under Law 1/1994: a financial entity that provides guarantees for SMEs and self-employed professionals and improves their access to credit, with participating and protector members, variable capital and a technical provisions fund. It is authorized by the Ministry, entered in the Bank of Spain Special Register (a requirement to operate) and placed under Bank of Spain supervision.
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Six blocks that structure the creation and authorization of a mutual guarantee company, from the mutual membership base and the capital to Ministry authorization and Bank of Spain registration.
We structure the mutual project: the minimum of 150 participating members, the protector members, the sector and geographic scope, and the bylaws governing a variable-capital company.
We prepare and file the authorization application with the Ministry and handle registration in the Commercial Registry and in the Bank of Spain Special Register, a requirement to operate.
We design the variable capital, the eligible own funds and the technical provisions fund that strengthens the SGR's solvency and backs the guarantees it grants.
We define the two classes of members: participating members (SMEs and self-employed professionals that receive the guarantees) and protector members (supporting entities), with their rights, limits and incompatibilities.
We set up the corporate purpose: granting guarantees and sureties in favor of members and providing financial advisory services, with the prohibited transactions clearly defined.
We evidence the suitability of directors and senior managers (who are entered in the Register of Senior Officers) and prepare the SGR for ongoing Bank of Spain supervision.
Regional governments, chambers of commerce, industry associations and groups of SMEs: the SGR is the mutual vehicle for guaranteeing small and medium-sized enterprises and improving their financing.
"Setting up a mutual guarantee company requires bringing together at least 150 participating members, setting the capital and the technical provisions fund, and obtaining Ministry authorization before registering and issuing guarantees."
"A business association that wants to improve its SMEs' access to credit can promote an industry SGR that guarantees its members' transactions with banks and public authorities."
"Regional governments, chambers of commerce and provincial councils often join as protector members, contributing capital and stability to the SGR without receiving guarantees or credit from it."
"SMEs and self-employed professionals that are participating members gain access to guarantees that improve their financing terms with credit institutions, backed by the SGR and, where applicable, by re-guarantee."
It is a supervised financial entity: the mutual membership base, the capital, the provisions fund and registration determine whether it can be created and operate.
Registration to operate: registration in the Commercial Registry and in the Bank of Spain Special Register is an essential requirement for the SGR to carry on its activity.
At least 150 participating members are needed at the founding act, and at least four-fifths of the members must be SMEs.
Capital and own funds: variable capital, fully subscribed and paid up, and a demanding level of eligible own funds; you should confirm the current figure.
Limited protector members: they cannot apply for guarantees or receive credit from the SGR, and their combined holding cannot exceed 50% of the minimum capital set in the bylaws.
Technical provisions fund: it is mandatory, forms part of the SGR's equity and strengthens its solvency; it replaced the former guarantee fund.
Supervision and fit and proper: the SGR is supervised by the Bank of Spain, and its directors and senior managers must evidence their suitability and be entered in the Register of Senior Officers.
The SGR is the regulated mutual vehicle for improving SMEs' access to credit. Before setting it up, you should determine the membership base, the capital, the provisions fund and the timeline for authorization and registration.
It is a mutual financial entity whose purpose is to guarantee its SME and self-employed members so that they can access credit more easily and on better financing terms, as well as to provide them with financial advice. It does not grant credit directly.
It is governed by Law 1/1994 and Royal Decree 2345/1996.
It is authorized by the competent Ministry. Once authorization is granted, the public deed is executed and the company is entered in the Commercial Registry and then in the Bank of Spain Special Register. That registration is an essential requirement to operate. Supervision is the responsibility of the Bank of Spain.
Participating members are the SMEs and self-employed professionals in the sector and geographic scope set in the bylaws, in whose favor the SGR provides guarantees. Protector members (supporting entities) cannot apply for guarantees or receive credit from the SGR, and their combined holding does not exceed 50% of the minimum capital set in the bylaws.
A minimum of 150 participating members at the founding act (protector members do not count toward that figure). In addition, at least four-fifths of the members must be SMEs (companies with no more than 250 employees).
The capital is variable, between a minimum figure set in the bylaws and three times that amount, divided into membership units (participaciones sociales, not shares), and fully subscribed and paid up. The rules also require a demanding level of eligible own funds. The figures have been updated over time, so you should confirm the current amount case by case.
It is a mandatory fund that forms part of the SGR's equity (not its capital) and strengthens its solvency and the coverage of its guarantees. It replaced the former guarantee fund and allows public bodies to make contributions for the benefit of participating members.
It can grant guarantees and sureties in favor of its members (except surety insurance) and provide financial advice. It cannot grant credit to its protector members or carry out transactions prohibited by law; its business is guaranteeing, not direct lending.
It is the counter-guarantee that backs SGR guarantees. There are re-guarantee companies and, in Spain, the Compañía Española de Reafianzamiento (CERSA) re-guarantees SGRs, strengthening the system and allowing them to guarantee more SMEs.
No. Its purpose is to grant guarantees and sureties in favor of its members, not to grant direct credit. What it does is back SMEs' transactions with banks, public authorities and suppliers.
They are usually regional governments, chambers of commerce, provincial councils, business associations and credit institutions, which contribute capital and stability without receiving guarantees from the company.
No. The capital is divided into membership units of equal nominal value, which are cumulative and indivisible, are not negotiable securities and cannot be called shares. The capital is variable.
Administrative supervision is the responsibility of the Bank of Spain, which has specific powers over SGRs and over the suitability of their directors and senior managers.
It improves access to credit and financing terms: with the SGR's guarantee (and, where applicable, re-guarantee), the SME offers stronger security to credit institutions.
As an entity subject to Corporate Income Tax, with any specific features that tax legislation provides for these companies. You should check the applicable regime and tax benefits case by case.
The SGR is a mutual company with two very different classes of members. Understanding who receives the guarantees and who only provides support is key to designing the company.
Unlike a bank or an EFC, an SGR does not lend: it guarantees. And it does so only in favor of one class of members. These are its key features.
Before setting anything up, we size the membership base, the capital and the technical provisions fund, and map out the timeline for authorization and registration.
| Aspect | Participating member | Protector member |
|---|---|---|
| Who they are | SME or self-employed professional in the sector and scope set in the bylaws | Supporting entity: regional governments, chambers of commerce, provincial councils, associations, banks |
| Receives guarantees? | Yes; the SGR guarantees their transactions | Cannot apply for the company's guarantee |
| Holding in the capital | The majority: at least 4/5 of the members are SMEs | Combined, does not exceed 50% of the minimum capital |
| Credit from the SGR | Gains access to financing thanks to the guarantee | Cannot be granted credit |
Indicative table for information purposes. The regime for mutual guarantee companies derives from Law 1/1994 and Royal Decree 2345/1996; requirements, amounts and limits may vary and should be checked case by case with legal advice. This page is for information only and does not constitute advice.
Setting up an SGR is not just incorporating a company: it means bringing together the mutual membership base, funding the capital and the provisions fund, obtaining Ministry authorization and registering with the Bank of Spain before issuing guarantees. The order matters.
At least 150 participating members (SMEs and self-employed professionals in the sector and scope) and, where applicable, supporting protector members. This is the foundation on which the SGR is built.
Variable capital subscribed and paid up, eligible own funds and a technical provisions fund. No solvency, no authorization.
Entry in the Bank of Spain Special Register (after the Commercial Registry) is the condition for the SGR to start issuing guarantees.
Is your business lending, or guarantees as a banking activity? See the financial credit establishment, the banking license or guarantee commercial contracts.
Setting up an SGR is an ordered sequence (members and scope, capital and fund, fit and proper, Ministry authorization and Bank of Spain registration) until it can issue guarantees. This is the path.
1) Members + scopeAt least 150 participating members (SMEs and self-employed professionals in the sector and scope set in the bylaws), at least 4/5 SMEs, plus the supporting protector members.
2) Capital + fundVariable capital subscribed and paid up, eligible own funds and the technical provisions fund that strengthens the SGR's solvency.
3) Fit and properEvidence of the good repute, knowledge and experience of directors and senior managers, who must be entered in the Bank of Spain's Register of Senior Officers.
4) Authorization + registrationThe application is filed with the Ministry. Once authorization is granted, the public deed is executed, the company is entered in the Commercial Registry and in the Bank of Spain Special Register, and only then can the SGR start issuing guarantees.
Quick decisionParticipating member: SME or self-employed professional in the sector that receives the SGR's guarantees.
Protector member: supporting entity that contributes capital but receives neither guarantees nor credit.
Re-guarantee (CERSA): counter-guarantee that backs the SGR's guarantees.
Variable-capital mutual company, at least 150 participating members.
At least 4/5 of the members must be SMEs.
Variable (between the minimum figure and three times that figure), subscribed and paid up, in membership units.
Eligible own funds; confirm the current figure.
Mandatory equity that strengthens solvency and covers the guarantees.
It replaced the former guarantee fund.
Guarantees and sureties for participating members, and financial advice.
No credit to protector members.
Ministry authorization and entry in the Bank of Spain Special Register.
Registration is a requirement to operate.
Anticipate them before applying for authorization to avoid requests for information and delays.
If you are going to set up or join a mutual guarantee company, these terms appear in the bylaws, in the authorization application and in your dealings with the Bank of Spain.
Mutual financial entity whose purpose is to guarantee its SME and self-employed members and give them financial advice, without granting direct credit.
SME or self-employed professional in the sector and scope set in the bylaws, in whose favor the SGR provides guarantees. At least 4/5 of the members must fall into this category.
Supporting entity (regional governments, chambers of commerce, associations, banks) that contributes capital but receives neither guarantees nor credit. Its holding does not exceed 50% of the minimum capital.
Personal guarantee that the SGR grants in favor of a participating member for its transactions (except surety insurance), improving its access to credit.
Mandatory fund that forms part of the SGR's equity (not its capital) and strengthens its solvency. It replaced the former guarantee fund.
The capital ranges between the minimum figure in the bylaws and three times that figure and is divided into membership units, which are not negotiable securities and are not called shares.
Counter-guarantee that backs SGR guarantees. In Spain, CERSA re-guarantees SGRs and strengthens the SME support system.
Administrative register in which the SGR is entered after the Commercial Registry. Registration is an essential requirement for it to operate.
Law on the legal regime of mutual guarantee companies. It is the core legislation on their nature, members, capital and authorization.
A practical guide to setting up and authorizing your SGR: what membership base you need, how the variable capital and the technical provisions fund work, what these companies can and cannot do, and how the authorization and Bank of Spain registration procedure works.
Tell us the sector and geographic scope of your project, which members you would bring together and which SMEs you want to guarantee, and we will tell you the capital, the fund and the steps to get the SGR authorized by the Ministry and registered with the Bank of Spain.
Mutual guarantee companies (SGRs) are mutual financial entities whose purpose is to guarantee their SME and self-employed members and give them financial advice, so that they can access credit more easily. They are governed by Law 1/1994, implemented by Royal Decree 2345/1996 on administrative authorization and solvency requirements.
An SGR has two classes of members. Participating members are the SMEs and self-employed professionals in the sector and scope set in the bylaws, in whose favor the company provides guarantees; there must be at least 150 of them at incorporation and, together with the other members, they must make up a majority of SMEs (at least four-fifths). Protector members contribute capital but receive neither guarantees nor credit, and their combined holding does not exceed 50% of the minimum capital.
The capital is variable, between the minimum figure in the bylaws and three times that figure, divided into membership units (not negotiable securities), and fully subscribed and paid up. The SGR must maintain a demanding level of eligible own funds and set up a technical provisions fund that forms part of its equity and strengthens its solvency. The exact figures should be confirmed against current legislation.
Incorporation requires Ministry authorization. Once it is granted, the company is entered in the Commercial Registry and in the Bank of Spain Special Register; registration is an essential requirement to operate, and directors and senior managers are entered in the Register of Senior Officers. Supervision is the responsibility of the Bank of Spain.
The SGR grants guarantees and sureties in favor of its participating members (except surety insurance) and provides advice, but does not grant credit to its protector members. The system is strengthened by re-guarantee: in Spain, CERSA counter-guarantees SGRs.
Key legislation, linked to the official text:
Legislation and links reviewed in .