Spain Company Formations
Incorporating a Spanish Sociedad Limitada takes 2 weeks. Incorporating a company with us is simple and quick as we have an office in Madrid close to the Central Tax Office and Mercantile Registry.
Incorporating a Sociedad Limitada (SL)
The standard Spanish Private Limited Company (SL, Sociedad Limitada) is very similar to the private limited company in other EU countries. The formation procedure normally takes two weeks but as an alternative we can supply you with a ready made company if required. An SL company requires a registered office, this will initially be in Madrid but is easily changed if required. A company bank account is required to deposit the €3,000 share capital.
We incorporate your company through a deed with a public notary, which we then register with the Spanish Mercantile Registry.
- Company name clearance for the company at the Central Mercantile Register - takes 3 days
- Registration of your company name: we apply for a certificate issued by the Mercantile Register, confirming that the name is reserved for you
- All directors and shareholders will require a Spanish fiscal identity number which we can obtain for you, through a Power of Attorney
- Depositing the share capital with a Spanish bank to enable them to issue a certificate of deposit
- Drafting the Articles of Incorporation
- Holding of the incorporator's meeting before the Notary Public
- Drawing up of the notarised deed of incorporation
- Filing of incorporation documents with the Mercantile Registry
- Delivery of notarised Certificate of Incorporation and Articles of Incorporation
- We apply for the provisional tax number after the statutes are signed
- We lodge an agreement to incorporate the company with the tax authorities
- We obtain notarial authentication of the statutes and the constitution deed - the statues are signed by the shareholders and the directors in front of a notary
- Share Capital of €3000 - this to be deposited in a bank account or you can designate assets of this value
- Company statutes are submitted to the Mercantile Register
- An announcement, showing the details of incorporation is placed in the BORME newspaper, the bulletin for the Mercantile Register
- The new company needs to have a provisional tax number - we prepare forms to be lodged with the tax office to obtain the VAT number
- The deed of incorporation is then signed by the shareholders and the directors in a notary's office
- We pay the local taxes due upon lodging of the share capital and activate the business with the local council
- We lodge the deeds of incorporation with the Mercantile Register and arrange the official publicity for the new company
- Directors may be of any nationality
- Only one director is required
- Shareholders may be of any nationality
- Only one shareholder is required, who may be the same person as the director
- The registered office of a company is the location where official correspondence are sent and this may be a commercial or residential address
Spain SL Company Formation
Visiting Spain to sign documents in front of the notary
- Approval of company name from the Mercantile Registry
- Liaising with the local registrar and relevant authorities
- Structuring the company as per your requirements
- Preparing your Company Registration Forms
- Drafting Company Statutes to sign with a Notary
- Filing the documents with the Registro Mercantil
- Notarial Fees
- Payment of the share capital tax is paid at the tax office
- Fiscal Registration for all taxes
- Appoint the Directors
- Minutes appointing first Directors
- Preparation of the first minutes of Board Meeting
- Initial publicity in the BORME- the official newspaper
- Preparation of deed showing the initial participation in share capital
- Registration of foreign capital investment if shareholders are not resident
- All documentation provided will need to be translated into Spanish
- Setting up the official minute book: with leather binder
- All documents and certificates supplied in a professional folder
- Delivery of documents by FedEx / DHL courier
Where you wish to incorporate without visiting Spain
- A Power of Attorney is organised with the notary so the company statutes can be signed by us
We apply for a company name certificate from the Mercantile Register, confirming that your company name is acceptable and not already registered. This certificate for company name clearance is important as it is given to the notary, and a copy is also given to your bankers and the tax authorities.
Company Registry - Registro Mercantil
We present the following documents to the Mercantile Register:
- The company statutes
- The company name clearance certificate
- The receipt for payment of the tax on the share capital
- The tax authority form stating the provisional tax number of the company
The Mercantile Register allots an identification number to the company and arranges for the company details to be advertised nationally.
The share capital is €3000 and the shares can be issued for cash or through a donation of assets.
There is no public register of shareholders, whilst the initial shareholders are stated in the deed of incorporation any subsequent changes to shareholders are by a notarial deed which is not filed at the Mercantile Register.
The shares of a Spanish company can be transferred at any time and are sold through signing an agreement in front of a Notary.
A deed simply transferring shareholdings, does not need to be lodged with the Mercantile Registry. However, a deed showing an increase in share capital does need to be lodged with the Registry.
Company Incorporation Documents
Once incorporated we provide a set of corporate documents for your Spanish company which, includes the Certificate of Incorporation, Memorandum of Association the Articles of Association, first minutes and Share Certificates. Copies of the company incorporation documents are sent via email and the originals from the companies registry are sent to you in a corporate folder.
Spain - Registered Office
Every company or branch needs a registered office for notifications and for contact.
This is the company's official address registered at the Mercantile Register. The registered office address can be anywhere in Spain, but changing the office can often be costly, so you need an office that you can rely on to not change in the near future. It is important that all correspondence and notices sent to a registered office are dealt with promptly.
We can offer registered office services based on the legal requirements of an office in Spain
- that an office should be a physical address, and not a post box
- that an office should have a proper address where documents can be delivered, and that notifications from authorities can be delivered
Our services as a Registered Office
- Treatment of correspondence as soon as it arrives
- Ability to receive personal notifications, which need to be signed and stamped for
- Maintaining statutory books: such as the "libro de actas" (minute book) and the "registro de socios" (shareholders' register) and the "libro de subcontratadores" (subcontractors' register)
The "Registered Office" is not the business address (domicilio fiscal), but is often the place where a "libro de visitas" (labour inspectors' visit book) is kept.
Company Directors and Shareholders
- Directors and Shareholders may be of any nationality
- There is no requirement to appoint a Spanish resident director
- The shareholders of the Spanish company can be either corporations or individuals
To start the incorporation of your Spanish company we initially only require, the proposed company name, details of the directors, details of the shareholders and the proposed activities.
The company statutes are signed by the directors and shareholders before a notary, which can be done via a Power of Attorney if the shareholders or directors cannot be present.
We inform the notary of the following:
- The Registered Office in Madrid
- The objects of the company
- The directors of the company
- The shareholders of the company
- The share capital
We attach to the deed:
- Company Name clearance certificate
- Bank Deposit Certificate or Provisional CIF number documentation
- NIE certificates for the Directors
The notarial appointment can be arranged without notice with our Madrid notary and can be completed with a Power of Attorney if required.
Articles of Association
The company's Articles of Association we draft include:
- The name of your company.
- Incorporation formalised through a public deed and its subsequent registration in the Mercantile Registry.
- The type of company, Sociedad Limitada or the abbreviation S.L.
- The company must establish its registered office at the address where it carries out its actual administration and management, or at the location of its principle establishment or operation.
- The share capital may not be less than €3000.
- Accessory contributions, separate from the contributions of capital, can be established in the Articles of Association on a compulsory basis for all or only some of the participation unit holders, indicating the specific content of such contributions and whether they are to be made gratuitously or for remuneration. If the accessory contributions are remunerated, the Articles of Association must determine the remuneration to be received by the participation unit holders concerned.
- The management of the company can be entrusted to a sole director or a group of directors who act jointly
- Unless otherwise stipulated in the Articles of Association, a person does not have to be a shareholder in order to be appointed as a director.
- The directors will hold their offices for the term stipulated in the Articles of Association and may be removed from office at any time as a result of a resolution by the General Meeting.
To be appointed as a director or shareholder you will require an NIE identification number, and for a company shareholder it is a CIF number.
IVA / VAT Registration
We apply for a provisional company tax identification code (código de identificación fiscal/CIF) and register for VAT (IVA). Your CIF will act as your VAT number and allows you to open a bank account in the company’s name and deposit the share capital.
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