Incorporate a Spanish Company: Complete Guide for International Investors

Understanding Your Options: Spanish Company Structures

Spanish law offers various company structures, each catering to specific business needs and goals. Here’s an overview of the most common types:

• Sociedad Anónima (SA): This limited liability company (LLC) offers flexibility and protection for shareholders. It requires a minimum share capital of €60,000.
• Sociedad Limitada (SL): A simplified version of the SA, the SL is ideal for smaller businesses, with a minimum share capital of just €1. It is the most popular type of company; however, while offering limited liability, it imposes restrictions on share transferability.
• Sociedad Comanditaria Simple (SCS): This limited partnership has two types of partners: general partners with full liability and limited partners with liability capped at their investment.
• Sociedad Comanditaria por Acciones (SCA): Similar to the SCS, the SCA has general and limited partners. However, limited partner contributions are divided into shares, making it more attractive for attracting investment.
• Branch Office: A foreign company can establish a branch office in Spain, acting as an extension of the parent company and subject to its laws.

Meeting the Requirements: International Shareholders

International investors establishing a Spanish company must comply with specific requirements:

• Fiscal Identification Number (NIF): This is essential for opening bank accounts, owning property, or investing in Spain.
  • Non-resident persons: Apply for a Número de Identificación de Extranjeros (NIE) at a Spanish embassy or consulate.
  • Foreign companies: Obtain a Código de Identificación Fiscal (CIF) through a proxy signed by the parent company, duly notarized and legalized with the Hague Apostille. Our lawyers can facilitate this process.

A Step-by-Step Guide to Company Incorporation

Incorporating a Spanish company involves several key steps:

1. Preliminary Steps:

• Non-Resident Identification: Ensure all shareholders and directors holding positions in the new company obtain the appropriate NIF or NIE. We can assist with the application process.

2. Reserve Your Company Name:

• Conduct a name availability check and apply for a reservation at the Central Trade Register. This ensures your chosen name is not already in use.

3. Obtain a Provisional CIF:

• Apply for a provisional CIF with the Spanish Internal Revenue Service (Agencia Tributaria) to identify the new company for tax purposes.

4. Open a Bank Account and Deposit Share Capital:

• Open a corporate bank account in Spain.
• Deposit the minimum share capital, depending on the chosen company structure (e.g., €60,000 for an SA, €1 for an SL).

5. Deed of Incorporation:

• Schedule a meeting with a notary public to sign the deed of incorporation (escritura de constitución). This vital document outlines the company’s bylaws, including its name, purpose, share capital, and management structure.

6. Tax and Registration Fees:

• Pay the stamp duty (1% of share capital) associated with the company formation.
• File the deed of incorporation and supporting documents with the local Trade Register (Registro Mercantil). This officially registers your company in Spain.

7. Finalize Tax Identification:

• Once the Trade Register completes registration, the provisional CIF is converted into a definitive CIF, your company’s permanent tax identification number.

8. Additional Considerations:

• Legalization of Official Books: Certain official company books must be legalized with the Commercial Register.
• Social Security Requirements: If you plan to hire employees, you must register with the Spanish Social Security system.

Beyond Incorporation: Ongoing Support.

Successfully incorporating your Spanish company is just the first step. Our legal team remains your trusted partner, offering ongoing support in areas like:

• Corporate Governance: Ensure compliance with Spanish corporate law and best practices.
• Taxation Advice: Navigate the Spanish tax system and optimize your tax strategy.
• Accounting and bookkeeping.
• Employment Law: Comply with Spanish labor laws and manage employee relations effectively.
• Payroll and Social Security.