Spain Company Formations
Incorporating a Sociedad Limitada (SL)
We undertake all the process of incorporating your company with a Power Of Attorney.
The only step for which your presence will be required is the opening of the companies bank account
We have an office in Madrid close to the Central Tax Office and Mercantile Registry and can deal with the incorporation efficiently for you.
Incorporation Fee – £1840
- Company Formation Fee
- Provision of Registered Office
- Notary Fees
- VAT/IVA Number application
- Spanish Bank Account opening
- NIE/CIF Number if required +£320
Spain Annual Maintenance Fees
- Provision of Registered Office – £560
- Directors Register Maintenance – £170
We incorporate your company through notarial deed in Madrid, which we then register with the Spanish Mercantile Registry.
- Approval of company name from the Mercantile Registry
- Assistance with the Fiscal Identity Number for shareholders and directors (CIF for corporations NIE for individuals)
- Liaising with the Registrar and authorities
- Structuring the company as per your requirements
- Preparing your Company Registration Forms
- Advice on the legalisation and drafting of powers of attorney
- Assistance with opening the bank account for the deposit of the €3000 Share Capital
- Drafting Company Statutes to sign with a Notary
- Filing the documents with the Registro Mercantíl
- Notarial Fees
- Payment of the share capital tax at the regional tax office
- Fiscal Registration for all taxes
- Appoint the Directors & Shareholders
- Minutes appointing first Directors
- Preparation of the first minutes of Board Meeting
- Standard Mercantile Registry fees which includes the publicity in the BORME – the official newspaper
- Preparation of bank certificate showing the initial participation in share capital
- Registration of foreign capital investment if shareholders are not resident
- Organising any translation work required for documents not completed in Spain
- Supply of Registered Address in Madrid
- Delivery of documents by FedEx/DHL
We apply for a company name certificate from the Mercantile Register, confirming that your company name is acceptable and not already registered.
The company name certificate is important as it is required by the Notary, and a copy is also given to your bankers and the tax authorities.
Spanish Registro Mercantile
We present the following documents to the Mercantile Register:
- The company statutes
- The company name certificate
- The receipt showing that the share capital has been paid into a bank
- The receipt from the regional tax authority showing that the incorporation deed has been stamped
The Mercantile Register allots an identification number to the company and arranges for the company details to be advertised nationally.
The minimum share capital is €3000.
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.
Every Spanish company must have a registered office and this is the company’s official address registered at the Mercantile Register.
Maintaining statutory books: the “libro de actas” minute book, the “registro de socios” shareholders’ register and the “libro de subcontratadores” subcontractors’ register and the “libro de visitas” labour inspectors’ visit book.
Company Directors and Shareholders
- Directors and Shareholders may be of any nationality and only one of each is required.
- There is no requirement to appoint a Spanish resident director
- The shareholders of the Spanish company can be either corporations or individuals
The company statutes are signed before a notary, which we organise. We can sign on behalf of the new directors via a Power of Attorney if new 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
- Company Name certificate
- Bank Deposit Certificate or provisional CIF number documentation
- NIE certificates for the Directors
- Power of Attorney if we are acting on your behalf
Articles of Association
The company’s Articles of Association 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 has its registered office in Spain
- The €3000 share capital.
- The management of the company can be entrusted to a sole director or a group of directors
- 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.