Spain Company Formations
Incorporating a Sociedad Limitada (SL)
We undertake all the process of incorporating your company with a Power of Attorney.
Our Madrid office is close to the Central Tax Office and the Mercantile Registry, and we can deal with the incorporation efficiently for you.
|Spain Company Incorporation fees||Spain Annual Compliance fees|
|Company Formation: £1600||Registered Office: £920|
|Registered Office: £920||Shareholder & Directors Register Maintenance: £180|
|Company Secretary recommended: £400||Compliance fee: from £200|
- Drafting Power of Attorney for the incorporation of the Spanish SL
- Company Name Approval
- Company Statutes drafted & filed with the Registro Mercantil
- Preparation of documents for IVA/EORI (Tax) registration
- Notarial Fees
- Registered Office address
- Registration with the regional tax office Agencia Tributaria
- Publication of details in the BORME
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 include 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
NIE/ CIF Number
NIE and CIF numbers are obtained via Power of Attorney (Spanish ID document for individuals and corporate shareholders) +
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 Mercantil
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
- A receipt from the Central Tax Authority showing that the company has a temporary company number
- 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.
This address is very important, as any court, police or change of director details must be sent to this address and received by a person there.
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.
Spain Ready Made Company
We have ready-made Sociedad Limitada (SL) that have never traded and are in Good Standing, incorporated between 2017/2021.
- Our ready-made companies are registered with the Central Mercantile Register and incorporated in compliance with Corporate Enterprises Act (Ley De Sociedades De Capital)
- Our Spanish ready-made companies are Sociedad Limitada (SL)
- The company name can be changed on the day of purchase
- Changes in the activities of the company can be made at the same time as the change in directors, simply by changing the objects of the company in the company statutes
- Our ready-made SL companies can have a registered office in Barcelona or Madrid
- Only 1 director of any nationality is necessary for your company
- Only 1 shareholder is required
- Shareholders may be of any nationality and can be either corporations or individuals
Spain Annual Compliance
In line with the Anti-Money Laundering regulations, we complete compliance checks and update the records held at the Registered Office, to ensure your Spanish company meets its regulatory obligations and remains in Good Standing.
We conduct annual reviews to ensure that the due diligence documentation held on your company file are up to date.
The fee covers the additional time spent monitoring Know Your Client for the Company Directors, Shareholders and other connected entities, in addition to general matters concerning corporate governance and regulatory updates.
Our annual compliance is based on a Spanish company with standard Share Capital, two Directors and two Shareholders. If your company has a higher Share Capital or additional Directors or Shareholders, there will be additional compliance charges.
Shareholder & Directors Maintenance
Under the Companies Act, we need to ensure your company registers, including the directors register and shareholder register are maintained. An updated copy of the Directors register is held at the Spanish registered office of your company.
If there are changes to the Company Directors of your company, we will need to get updated due diligence records and file an updated directors register with the Companies Registry.