Simplified liquidation of microenterprises in Spain: A national model for an (almost) forgotten European (future) regime?

The analysis focuses on the liquidation pathway (as opposed to the continuation, or restructuring, pathway of the same special procedure), the use of standard forms and electronic communication, the central role of debtor-provided information, the reduced but not eliminated role of the insolvency practitioner, the mechanisms of creditor reaction, the position of public creditors and the practical difficulties revealed by the first years of application. Directive (EU) 2026/799 is considered only as background, insofar as Article 4(5) confirms that Member States may adopt or maintain simplified winding-up proceedings for microenterprises. The conclusion is that simplification can be justified only if it remains a real collective insolvency procedure, with reliable technology, effective creditor participation, judicial review where needed and targeted professional intervention when value, conflict or suspicion of irregularity so require.

The article proceeds as follows. Section 1 frames the question as one of procedural scale in Spanish law. Section 2 explains why microenterprise insolvency calls for a different procedural response. Section 3 presents Book III TRLC as an autonomous insolvency procedure, and Section 4 examines the liquidation pathway as a simplified but still collective procedure. Sections 5 to 8 turn to the practical conditions on which the model depends: digitalisation and the implementation gap (5), debtor-led liquidation and information discipline (6), professional intervention and judicial escalation (7), and public creditors, no-asset cases and the harder proceedings (8). Section 9 reads the Spanish regime against the European background — Article 4(5) of Directive (EU) 2026/799 and the EU Inc. proposal — and Section 10 concludes.

1. Introduction: a Spanish-law problem of procedural scale

The Spanish special procedure for microenterprises is best understood by starting from the domestic procedural problem. The ordinary concurso de acreedores was conceived for a wide range of debtors and, even after successive reforms, it still presupposes a level of procedural density, professional involvement, preparation of documents and court administration that may be excessive for the smallest enterprises. The question is therefore not simply whether insolvency law should be designed to be cheaper or faster. The question is rather whether the law can preserve the collective discipline — the joint and equal treatment of creditors, the orderly identification of assets and the respect for priorities — of insolvency while reducing procedural demands for cases where the estate, the business and the creditor structure do not warrant the ordinary model.

This change of perspective matters. A discussion centred on Directive (EU) 2026/799 on harmonising certain aspects of insolvency law inevitably asks why the final Directive did not retain a detailed European regime for simplified winding-up of insolvent microenterprises that was proposed by the Commission^[1]. That is a legitimate question, but it is not the question addressed here. This article treats Book III of the Texto Refundido de la Ley Concursal (also: TRLC) as an autonomous Spanish approach. The European framework is addressed in full only at the end of this article, where Article 4(5) of Directive (EU) 2026/799 is examined as the residual provision that confirms the regulatory space within which national simplified liquidation regimes may operate. This does not mean, however, that the Spanish experience is of purely domestic interest. The centre of gravity is the Spanish procedure itself: its architecture, its promise and its risks.

On the contrary, that experience speaks directly to an unresolved European question. The Union has not abandoned the problem of microenterprise insolvency; it has merely failed, so far, to agree on a common response. The 2022 Commission Proposal contained a dedicated regime for the simplified winding-up of insolvent microenterprises, but that regime was removed during the legislative process and did not survive into Directive (EU) 2026/799, which retains only the permissive rule of Article 4(5). The matter has nonetheless resurfaced: the proposed EU Inc. Regulation reintroduces, for innovative start-ups, a simplified liquidation procedure built around electronic asset auctions. The European debate on how to wind up the smallest businesses is therefore still open. Within that debate, Spain occupies a singular position. It is one of the few Member States to have enacted, and brought into force, a mandatory and exclusive procedure for microenterprises. The Spanish regime is consequently more than a national curiosity: it is a concrete, already-tested example of the very model that the Union proposed, abandoned and is now partially reconsidering. Reading it closely is a way of asking what a European microenterprise regime might look like in practice, and what it would have to avoid.

This Article proceeds from the premise that microenterprise insolvency is not merely a smaller version of corporate insolvency. The scale of the debtor affects the cost-benefit assessment of almost every procedural device: the appointment of professionals, the verification of claims, the degree of judicial review, the method of realising assets and the time within which the process must end. At the same time, a small company size cannot justify the disappearance of core guarantees. Creditors must be informed; assets and liabilities must be identified; priorities must be respected; suspicious conduct must remain challengeable; and the court must be able to intervene where the simplified route is no longer adequate.

2. Why microenterprise insolvency calls for a different procedural response

The starting point of the Spanish reform was the perceived inadequacy of existing insolvency tools for the type of debtor that constitutes a substantial part of the Spanish business fabric. Rodríguez describes the previous tools as manifestly insufficient and ineffective for microentrepreneurs, noting that Law 16/2022 , which reformed the Texto Refundido de la Ley Concursal to transpose Directive (EU) 2019/1023, introduced an ex novo special procedure, compulsory and exclusive for these debtors, intended to regulate the possible scenarios and solutions applicable to them.^[2] The point is not merely quantitative. Microenterprises often have a simple business structure, fewer assets, a limited number of employees, less diversified finance, reduced accounting capacity and a direct overlap between ownership, management and family income. These features change the practical function of insolvency proceedings.

Serra reaches a similar conclusion from the perspective of small enterprise recovery in Portugal. The focus, she argues, should be on micro and small enterprises, since these are the businesses that require special and urgent protection.^[3] The statement is useful beyond the Portuguese context in which it was made. It shows that the need for differentiation is not only a Spanish legislative intuition. It reflects a broader concern that instruments designed for larger or more structured debtors may fail when applied to small businesses whose resources, management capacity and access to professional advice are limited.

The problem is not solved by simply making every ordinary step shorter. If the procedure remains too demanding, the smallest debtors will avoid it or will enter it too late. If it is simplified too much, it may cease to operate as an insolvency procedure and become a loosely supervised closure mechanism^[4]. The Spanish model attempts to avoid both extremes by combining a common procedural framework with different pathways, short time limits, standardised filings, electronic communication and the possibility of calibrating the level of procedural demands where the case so requires. Its strength lies in that ambition. Its weakness, examined in the sections that follow, lies in the fact that each of those choices depends on conditions — reliable technology, accurate information and institutional capacity — that cannot be taken for granted.

3. Book III as an autonomous insolvency procedure

Book III of the TRLC does not merely introduce a procedural appendix to the ordinary concurso procedure. It creates a specific procedure for debtors that are natural or legal persons carrying out business or professional activity and meeting certain statutory thresholds. Article 685 TRLC requires, in particular, fewer than ten workers and either an annual turnover below EUR 700,000 or liabilities below EUR 350,000, according to the latest closed accounts. Where the debtor belongs to a group, the criteria are calculated on a consolidated basis.^[5] The same Article provides that the procedure affects all assets and rights forming part of the debtor's estate, subject to certain limited legally unattachable assets, and that it affects all creditors regardless of the origin or nature of their claims. It may be conducted as a continuation procedure — a restructuring-type route, built around a continuation plan that may impose write-downs, deferrals or debt-to-equity conversions on affected creditors — or as a liquidation procedure, with or without the transfer of the business as a going concern.^[6]

The procedure is therefore collective and universal in its basic design. It is also exclusive. Tirado Martí emphasises that the special procedure concentrates, for the smallest entrepreneurs, the options that larger debtors find in Books I and II of the TRLC, thereby seeking greater simplification and legal clarity.^[7] Fortea Gorbe is equally clear that, despite its name, the procedure is properly insolvency law: it is inserted in the TRLC, presupposes probability of insolvency, imminent insolvency or actual insolvency, and deals with both insolvency and pre-insolvency situations within a single statutory framework.^[8]

What gives the procedure its distinctive character is that it also provides a specific communication of the opening of negotiations for microenterprises. The result is that Book III TRLC is not a mere liquidation channel. It is a compressed insolvency system for a defined class of debtors, designed to decide quickly whether there is a viable activity to preserve or whether liquidation should follow.

Article 686 TRLC confirms the breadth of the objective gateway — that is, the range of situations in which a debtor may use the procedure: the procedure applies where the microenterprise faces a likelihood of insolvency, imminent insolvency or actual insolvency. The duty to request the opening of the procedure arises within two months from the moment when the debtor knew or should have known the state of actual insolvency. The same provision contains an important limitation: liquidation without the transfer of the going-concern business requires actual or imminent insolvency if the procedure is requested by the debtor, and actual insolvency if requested by other entitled persons. Finally, where at least 85 per cent of the claims are held by public creditors, the procedure must be aimed at liquidation.^[9] This last rule is one of the clearest examples of how the treatment of public claims affects the balance of the Spanish model.

4. Liquidation as a simplified but still collective procedure

The liquidation pathway is the part of Book III that most clearly reveals the procedural philosophy of the reform. It is not designed as a common phase followed by a later liquidation phase. Fortea Gorbe explains that, once the special liquidation procedure is opened, the verification of claims, the determination of the inventory of assets and the preparation of the liquidation plan proceed in parallel within very short timeframes. The liquidation plan is not a restructuring plan: it sets out the timing and method for realising each asset or category of assets, gives preference to the unitary sale of the business or of its productive units, and fixes the order of priority in which the proceeds are to be distributed to creditors. The aim is a quick, simple and low-cost liquidation procedure, with a normal duration of three months from the opening of the liquidation, extendable by one further month.^[10] This is the point at which the Spanish model departs most visibly from the ordinary concurso.

The collective nature of the procedure is nevertheless preserved through a sequence of acts. Under Article 706 TRLC, within twenty working days from the opening of the special liquidation procedure, any creditor may submit electronic observations, through a standard form, on the amount, characteristics and nature of its claim or on the inventory of the estate; within the same period, any person claiming to be a creditor may seek inclusion in the procedure.^[11] The list of claims and the inventory therefore remain contestable, but the contestation is channelled into a short, standardised, electronic process. This is simplification by concentration, not by suppression.

The liquidation plan performs a central role. Under Article 707 TRLC, in a voluntary liquidation the debtor who has stated willingness to liquidate the assets, or otherwise the insolvency practitioner, has twenty working days to submit the liquidation plan by standard form. The plan must explain the timing and method of realisation for each asset or category of assets and, where possible, must provide for the unitary sale of the establishment or of the productive units of the estate. It must also include valuation of the business or productive units by the insolvency practitioner or, if none has been appointed, by an appointed expert. The plan is then communicated electronically to creditors, who may submit observations and proposals for amendment.^[12]

Execution is also compressed. Article 708 TRLC provides that unchallenged liquidation operations may begin shortly after observations on the plan, and that individual assets or generic categories of assets are to be realised through the electronic platform, complemented by a specialised entity unless objective reasons justify another route. The same article establishes a maximum period of three months for execution of the liquidation operations, extendable by one month.^[13] The whole design assumes that time is a central source of cost and value destruction. Yet that assumption only works if the assets can actually be sold within that timeframe and if the platform is capable of performing the task attributed to it.

The special liquidation procedure therefore has an internal tension. It is meant to end quickly, but it still contains the essential elements of a collective proceeding: identification of assets, identification and correction of claims, plan of liquidation, creditor observations, possible impugnation, judicial decision where objections arise, sale mechanism and distribution according to priority. The correct reading is not that microenterprise liquidation is exempt from procedural guarantees. It is that guarantees are reorganised around shorter deadlines and standardised channels.

5. Digitalisation and the implementation gap

Digitalisation is not an accessory feature of Book III. It is one of its organising assumptions. Applications are made by standard forms; procedural acts are conducted electronically; communications are generally electronic; and the liquidation of assets is expected to occur through a dedicated platform. The leading commentary on the consolidated Spanish insolvency statute (the Texto Refundido de la Ley Concursal, TRLC) stresses that the procedure requires technological tools and normalised forms, and that an electronic liquidation platform is indispensable for the assets of special liquidation procedures to be uploaded, classified and sold.^[14]

Caamaño Rodríguez identifies the advantages of this choice but also the practical fragility of the notification system. Since the debtor is responsible for notifying creditors electronically, questions arise over individual communications, proof of effective receipt and the burden imposed on the judicial office. He suggests that a more effective and protective solution would have been a dedicated electronic platform capable of allowing the debtor to manage communications while enabling the court officer to verify both sending and receipt.^[15] This observation is central. In a digital procedure, formal notification and actual access to information may diverge; the law must therefore regulate not only that communications are electronic, but also how their reliability is evidenced.

The first months of application revealed the scale of the implementation risk. Nieto Delgado described the initial experience as marked by technical difficulties suffered by professionals due to the precarious implementation of the electronic platform, noting that the liquidation platform was still not operating and that commercial courts had tried either to avoid the application of the procedure or to introduce corrective solutions.^[16] Fortea Gorbe later reached a similarly severe assessment, arguing that one should first develop the digital environment required by the desired procedural design and only afterwards construct the regulatory options, not the other way around.^[17]

The lesson is broader than the Spanish case. Digitalisation can reduce cost, shorten time and improve traceability, but only where the technology is operational, tested and accessible. Otherwise it creates an additional procedural barrier. A paper procedure may be slow, but a digital procedure that cannot be completed or verified may be worse: it can place the debtor in breach of statutory duties, deprive creditors of effective notice and force courts to improvise corrective practices. The legitimacy of digital simplification depends on the reliability of the digital infrastructure.

6. Debtor-led liquidation and information discipline

A distinctive feature of the Spanish model is the central role attributed to the debtor as debtor-in-possession. The debtor may retain administration and disposal powers, subject to the limits of the procedure, and may directly conduct liquidation where it has stated willingness to liquidate the assets. Tirado Martí presents this as a significant change in the Spanish insolvency system: liquidation is no longer necessarily built around the routine displacement of the debtor by an insolvency practitioner, although the debtor's role is structured by the liquidation plan and by the electronic platform.^[18]

This debtor-led design is not merely a matter of cost reduction. It reflects the idea that, in many microenterprise cases, the debtor has the best knowledge of the assets, contracts, customers, equipment and receivables. The involvement of a professional in every case may consume value that would otherwise be available for creditors. The difficulty is that the same debtor is also the person whose conduct and information may need to be scrutinised. The procedure therefore relies on a disciplinary counterweight: strong duties of accuracy and sanctions for serious misstatements.

Article 688 TRLC is the key provision. It provides that the special procedure is to be classified as culpable where the debtor has committed serious inaccuracy in any standard form or accompanying document submitted during the procedure, or has submitted false documents. Serious inaccuracy is defined by reference to a deviation above or below twenty per cent of the amount stated for assets, liabilities, income or expenses, provided that the difference is at least EUR 10,000.^[19] This mechanism transforms information into the central guarantee of the simplified procedure. Since professional ex ante verification is reduced, the debtor's disclosure becomes both the basis of the process and the source of possible liability.

The risk is obvious. If the information is wrong, incomplete or strategically presented, the entire procedure may be distorted: creditors may fail to challenge the inventory; assets may be undervalued; related-party transfers may remain hidden; or the liquidation plan may be built on an unreliable view of the estate. The answer is not to abandon debtor-led liquidation. It is to ensure that creditors have meaningful access to information, that standard forms are not too rigid to capture relevant complexity, that objections are easy to file, and that the court can escalate the procedure when the information supplied by the debtor is inadequate.

7. Professional intervention and judicial escalation

The reduced role of the insolvency practitioner is one of the most debated aspects of Book III. The policy choice is understandable: in low-value cases, the mandatory appointment of a professional may consume the estate and discourage the use of formal proceedings. The Spanish model therefore makes professional intervention selective rather than automatic. This is a defensible approach, provided that the triggers for intervention are effective and that the cost-saving objective does not deprive the procedure of the technical control required in hard cases.

Article 713 TRLC is the main escalation rule in the liquidation pathway. It allows the debtor or creditors representing at least 20 per cent of the total liabilities to request the appointment of an insolvency practitioner who will replace the debtor in administration and disposal powers; the threshold falls to 10 per cent where the debtor's business or professional activity has ceased. The insolvency practitioner may propose the liquidation plan, issue technical opinions on valuation of assets and offers for acquisition of the business or productive units, and exercise the administration and disposal powers required for liquidation.^[20]

The 2025 amendment is particularly relevant. Article 713 TRLC now also allows the judge to appoint an insolvency practitioner ex officio or at the request of a single creditor where the debtor has supplied insufficient or inadequate information, where the judge has observed conduct giving rise to reasonable doubts about the convenience of allowing the debtor to conduct liquidation directly, or where objective circumstances, stated in a reasoned decision, so advise.^[21] This amendment moves the regime closer to a risk-based model. It recognises that creditor thresholds are not always sufficient: a single creditor may have detected a problem that the majority cannot or will not pursue, and the court may perceive risks that justify professional intervention.

This is the proper direction of reform. The insolvency practitioner should not be mandatory in every microenterprise case, but the law should make appointment available whenever the simplified route no longer fits the case. Relevant indicators include inadequate information, contested ownership, significant encumbered assets, possible sale of a productive unit, suspected value extraction, conflicts between related parties and creditors, relevant public or labour claims, or the need for independent valuation. The purpose of professional intervention is not ceremonial. It is to restore technical discipline where simplification would otherwise jeopardise transparency or creditor protection.

8. Public creditors, no-asset cases and hard microenterprise proceedings

The Spanish procedure shows that microenterprise cases are not always simple. They may involve public creditors, employees, secured assets, leased premises, tax or social security claims, guarantees granted by owners, receivables requiring collection, or a possible sale of the business as a going concern. A regime designed only for no-asset or near no-asset cases would fail to address these situations. Conversely, a regime that treats every case as complex would destroy the cost advantage that justifies simplification.

Public creditors are one of the most difficult points. Tirado Martí criticises the proliferation of procedural privileges in favour of public creditors, arguing that this threatens the effectiveness of the special procedure.^[22] Nieto Delgado also draws attention to the consequences of Article 686(4) TRLC, under which the presence of public creditors holding at least 85 per cent of the claims leads directly to liquidation.^[23] The issue is not whether public claims deserve protection under national law. The issue is whether the procedural design allows viable microenterprises to continue and non-viable ones to be liquidated in a way that does not distort collective treatment or empty the procedure of practical usefulness.

No-asset cases raise a different problem. If there is no estate to liquidate, the cost of any procedure becomes doubtful. Yet immediate closure may deprive creditors of the possibility of asking the court to declare the insolvency culpable — the Spanish calificación culpable, by which liability for the shortfall of assets may be imposed on the debtor or its directors —, investigating irregularities or requesting the appointment of a professional where misconduct is suspected. Nieto Delgado analyses precisely this difficulty when discussing how a microenterprise with no assets at the opening of the procedure should be dealt with, noting the absence of a specific rule for insufficiency of assets at that initial moment.^[24] The problem cannot be solved by a single mechanical rule. A no-asset case with no indication of irregularity should not occupy the courts unnecessarily; a no-asset case with signs of asset dissipation or serious inaccurate information should not be closed without allowing creditor reaction.

The same reasoning applies to difficult microenterprise proceedings more generally. Simplification should not mean rigidity. The procedure must allow a basic low-cost path for simple cases and a more demanding path where the facts require it — through the appointment of an insolvency practitioner, closer judicial control or independent valuation. Catarina Serra's observation on the broader movement towards modular solutions for micro and small enterprises is useful here: the trend is not towards one fixed regime, but towards a regime capable of being shaped according to the circumstances of the debtor category and of the individual case.^[25] The Spanish model is at its best when read in that way.

9. A European afterword: Article 4(5) Directive as fall back, not as the subject

Directive (EU) 2026/799 should be mentioned in this article only as background. Article 4(5) of the DIirective provides that Member States may adopt or maintain laws establishing simplified winding-up proceedings for microenterprises.^[26] That provision does not impose the Spanish model, nor does it harmonise national simplified liquidation regimes. It confirms that such regimes remain within the permissible legislative space of Member States.

This matters because the Spanish experience offers a concrete warning to any Member State considering the use of that space. A simplified winding-up regime cannot be evaluated only by looking at its statutory promise. It must be assessed by asking whether the platform works, whether creditors are effectively notified, whether the debtor's information can be checked, whether professional intervention is available when required, whether the court can react to conflict, and whether public creditors or no-asset cases are dealt with in a manner consistent with the collective nature of insolvency law.

The European debate on pre-pack proceedings also illustrates the same concern. Catarina Serra notes, in relation to the proposed European pre-pack regime, that the pursuit of speed and value preservation may raise issues of transparency and sales to connected parties.^[27] That observation has direct relevance for simplified microenterprise liquidation. Speed is not a value in itself. It is valuable only where it preserves value without excluding creditors from meaningful participation or allowing assets to move without adequate scrutiny.

The limited reach of Article 4(5) deserves emphasis. The provision does not harmonise anything. It neither prescribes a model nor sets minimum standards; it simply preserves the freedom of Member States to adopt or maintain simplified winding-up proceedings for microenterprises. This is the residue of a more ambitious project. The 2022 Commission Proposal had devoted an entire title to the winding-up of insolvent microenterprises, including the principle that no insolvency practitioner should normally be appointed, that the debtor should remain in possession, and that communications and asset realisation should be electronic. That title was removed in the Council’s general approach and was not restored by the Parliament, so that the final Directive harmonises the matter no further than a permission already implicit in the Member States’ retained competence. The microenterprise title had in any event drawn pointed criticism across several legal traditions — from German academic commentary to Italian insolvency judges — which helps to explain why it did not survive the legislative process.^[28] Article 4(5) is therefore best read not as a harmonising rule but as an acknowledgement of failure to harmonise.

The question has not, however, gone away. The proposed EU Inc. Regulation revives the simplified winding-up of microenterprises through a different door. For the insolvency of an EU Inc. innovative start-up, it provides for a simplified procedure conducted by digital means, with a standard form, optional legal representation, debtor in possession, and the realisation of assets through an electronic auction system. The substance is strikingly close to what the 2022 Proposal had envisaged for microenterprises generally, now confined to a narrow, sector-specific class of debtor. The European legislator, having declined to harmonise simplified winding-up for all microenterprises, is prepared to do so for the favoured category of innovative start-ups.

Whether this is a coherent way forward is doubtful, and the Spanish experience is precisely what makes the doubt concrete. Three lessons stand out. First, a simplified regime cannot be evaluated by its statutory promise alone: the Spanish electronic platform was not operational when the procedure entered into force, and a digital procedure that cannot be completed is worse than the ordinary one it replaces. An EU Inc. auction system imposed without a tested technological base would repeat that error on a Union scale. Second, the near-total displacement of the insolvency practitioner is sustainable only if effective triggers allow professional or judicial intervention where value, conflict or suspected irregularity so require; the Spanish reform of Article 713 TRLC, which now permits ex officio appointment, suggests that the original design went too far in this respect. Third, the treatment of public creditors — largely ignored at Union level — proved in Spain to be capable of distorting the whole procedure. A European regime built only around speed, digitalisation and the absence of a practitioner, and silent on these three points, would inherit the weaknesses that the Spanish experience has already exposed. The lesson of the abandoned Title VI and the resurrected EU Inc. procedure is not that simplified winding-up is misconceived, but that it cannot be legislated as a set of cost-saving defaults divorced from the institutional conditions that make simplification fair.

10. Conclusion: simplification without procedural abandonment

The Spanish special procedure for microenterprises is not a secondary topic within insolvency law. It addresses a class of debtors for whom the ordinary procedure may be too slow, too expensive and too demanding. Its basic insight is correct: a small debtor should not be forced into a procedural structure whose cost and duration are disproportionate to the value at stake. The law must offer a route into formal insolvency that is accessible, quick and capable of preserving whatever value remains.

At the same time, the Spanish experience shows that simplification cannot be reduced to shorter deadlines, fewer professionals and electronic forms. A simplified insolvency procedure must still be an insolvency procedure. It must identify the estate, organise claims, inform creditors, preserve the possibility of challenge, respect priorities and allow a court or professional to intervene when the simplified model no longer fits the facts. Otherwise, simplification becomes abandonment.

The future of Book III TRLC depends on three conditions. The first is technological reliability: a digital procedure cannot function on the basis of a platform that is unavailable, unstable or incapable of producing proof of communication and sale. The second is procedural proportionality: professional and judicial intervention should be selective, but readily available where there is value, conflict, inadequate information or suspected irregularity. The third is collective discipline: public creditors, no-asset cases and hard liquidation cases must be handled without undermining the basic idea that insolvency is a proceeding for all creditors, not a sequence of bilateral recoveries.

If these conditions are met, the Spanish procedure may become a useful model of simplified liquidation. If they are not met, it risks becoming a lesson in the dangers of legislating digital speed before building the institutional and technological conditions that make digital speed fair.

These conditions are not only a Spanish concern. They are the agenda that any European initiative on microenterprise insolvency will have to confront. The Union has, for the moment, stepped back: the dedicated regime of the 2022 Proposal did not survive into Directive (EU) 2026/799, which leaves the field to national law under Article 4(5). Yet the problem that justified that regime has not disappeared, and the EU Inc. Regulation shows that the legislator is willing to return to it, at least for innovative start-ups. Whenever the Union next legislates in this area, the Spanish experience suggests three points it should take seriously before adopting simplified rules. First, digitalisation must follow, not precede, a tested and reliable platform: an electronic auction system mandated at Union level would fail in the same way the Spanish platform did if it were imposed before it could actually function. Second, the displacement of the insolvency practitioner should be a default that can be reversed, with low-threshold and ex officio triggers for professional or judicial intervention, rather than a near-absolute rule. Third, a European regime cannot remain silent on public creditors, no-asset cases and the harder microenterprise proceedings, since it is precisely there that simplified liquidation is most likely to break down. A simplified winding-up regime designed with these conditions in mind would deserve the name; one that legislates speed and digital form while ignoring them would, at Union level as in Spain, risk turning simplification into abandonment.

^[1] Proposal for a Directive of the European Parliament and of the Council harmonising certain aspects of insolvency law, COM(2022) 702 final, 7 December 2022, Title VI (Articles 38-57); on the removal of that Title during the legislative process, see Emilie Ghio, ‘Small Firms, Big Gap: Rethinking MSME Rescue in EU Insolvency Law’, Laws 14 (2025), 99; see also Lilian Welling-Steffens, ‘Harmonisatie van enkele aspecten van het insolventierecht in de Europese Unie’, HERO 2025 / W-003, noting that Title VI was dropped from the Council’s general approach because Member States could not agree on its key concepts.

^[2] Francisco José Caamaño Rodríguez, 'El nuevo procedimiento especial para microempresas', Actualidad Jurídica Uría Menéndez 59 (2022), pp. 213-228, at pp. 213-216.

^[3] Catarina Serra, 'Enquadrar a recuperação das PME (rectius: MPE) à luz da Lei n.º 9/2022, de 11 de Janeiro', Revista de Direito Comercial (2022), pp. 449-486, at pp. 451-454.

^[4] On the risk that excessive simplification opens the door to fraud, abuse and other irregularities, see Reinout Vriesendorp, ‘Simplified winding-up proceedings of microenterprises and fraud prevention: deadlock or paradox?’, in Festschrift für Reinhard Bork, Tübingen: Mohr Siebeck, 2025, section V.

^[5] Texto Refundido de la Ley Concursal (TRLC), art. 685(1), consolidated text published by BOE.

^[6] TRLC, art. 685(3)-(5).

^[7] Ignacio Tirado Martí, 'El procedimiento especial para micropymes en el Texto Refundido: ¿una oportunidad perdida?', Revista General de Insolvencias & Reestructuraciones / Journal of Insolvency & Restructuring 7 (2022), pp. 237-279, at pp. 240-245.

^[8] José Luis Fortea Gorbe, 'Apuntes sobre el procedimiento especial de microempresas', in José Luis Fortea Gorbe and Jacinto Talens Seguí (eds.), Cuestiones actuales del Derecho de Sociedades y de la Insolvencia, Valencia: Tirant lo Blanch, 2025, pp. 349-382, at pp. 350-352.

^[9] TRLC, art. 686(1)-(4).

^[10] Fortea Gorbe, above note 6, at pp. 366-371.

^[11] TRLC, art. 706.

^[12] TRLC, art. 707.

^[13] TRLC, art. 708.

^[14] José Manuel Suárez Robledano, Miguel Ángel Gómez Lucas and Miguel Ángel Gómez Gil, Ley Concursal. Comentarios, concordancias, doctrina administrativa, jurisprudencia, legislación complementaria e índice analítico, 10th edn, Madrid: Colex, 2026, commentary to Book III and art. 685; see also TRLC, arts 687, 707 and 708.

^[15] Caamaño Rodríguez, above note 1, at pp. 218-220.

^[16] Carlos Nieto Delgado, 'Procedimiento especial de microempresas: sobrevino el desastre anunciado', Revista General de Insolvencias & Reestructuraciones / Journal of Insolvency & Restructuring 10 (2023), practical section.

^[17] Fortea Gorbe, above note 6, at pp. 380-382.

^[18] Tirado Martí, above note 5, section on the liquidation procedure and the debtor's direct conduct of liquidation.

^[19] TRLC, art. 688.

^[20] TRLC, art. 713(1)-(4).

^[21] TRLC, art. 713(5), as amended with effect from 3 April 2025 by Ley Orgánica 1/2025, de 2 de enero.

^[22] Tirado Martí, above note 5, at pp. 238-239 and 245-247.

^[23] Nieto Delgado, above note 14, section IV.

^[24] Nieto Delgado, above note 14, section V.

^[25] Serra, above note 2, at p. 454.

^[26] Directive (EU) 2026/799 of the European Parliament and of the Council of 30 March 2026 harmonising certain aspects of insolvency law, OJ L, 1 April 2026, art. 4(5).

^[27] Catarina Serra, 'Some thoughts on the new proposal for a directive harmonising certain aspects of insolvency law', in Abel B. Veiga Copo and Miguel Martínez Muñoz (eds.), Perímetros de insolvencia, parámetros de reestructuraciones, Cizur Menor: Aranzadi, 2024, pp. 41-55; Catarina Serra, 'The age of preventive restructuring frameworks: Are there public interests left in corporate insolvency law?', in Florian Jacoby, Frank Kebekus, Michael Veder and Gerhard Wagner (eds.), Vertrag - Prozess - Restrukturierung. Festschrift für Reinhard Bork zum 70. Geburtstag, Tübingen: Mohr Siebeck, 2025, pp. 669-683.

^[28] Among many examples, see Peter Agstner and Giovanni Romano, ‘Ein weiterer Schritt auf dem Weg zur Harmonisierung des Insolvenzrechts in Europa. Der Richtlinienvorschlag vom 7.12.2022’, Europäische Zeitschrift für Wirtschaftsrecht (EuZW) 2023, p. 364; and Lucia De Bernardin, ‘Non l’abbiamo vista arrivare: brevi riflessioni sulle ripercussioni della nuova proposta di direttiva in materia di insolvenza sulle procedure liquidatorie in Italia’, Diritto della Crisi, 19 April 2023; and Stephan Madaus, ‘Der Richtlinienentwurf eines Liquidationsverfahrens für insolvente Kleinstunternehmen’, Neue Zeitschrift für Insolvenz- und Sanierungsrecht (NZI) 2023, p. 849.