Spain Company Formations
Incorporating a Sociedad Limitada (SL)
Incorporating your Spanish Sociedad Limitada (SL) company with us is simple and quick as we have an office in Madrid close to the Central Tax Office and Mercantile Registry.
We incorporate your company through a deed with a public notary, which we then register with the Spanish Mercantile Registry.
- Name clearance via the Central Mercantile Register
- Registration of your company name
- All directors and shareholders require a Spanish fiscal identity number (NIF) in order to open a Spanish bank account. We can obtain this for you through a Power of Attorney
- Depositing the share capital with a Spanish bank forms part of the incorporation process. The bank will issue a certificate of deposit
- Drafting the Articles of Incorporation
- 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 must be deposited into a Spanish bank account
- 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 and only one director is required
- Shareholders may be of any nationality and 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
Sociedad Limitada (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 Mercantile
- 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 (P.O.A) 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.
Spanish Registro Mercantile
We present the following documents to the Mercantile Register:
- The company statutes
- The company name clearance 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 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.
Every Spanish company must have a registered office.
This is the company's official address registered at the Mercantile Register.
- Treatment of correspondence as soon as it arrives
- 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 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 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
- a power of attorney if we are acting on behalf of you
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 in Spain
- The share capital may not be less than €3000.
- 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.
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.