Set-up a company in Spain: How does that work?


You have a good business idea and would like to translate it into action in Spain? You are thinking about setting-up a company in Spain? You want to know how that works?

In this article I give an overview about things to take into account when setting-up a company in Spain.


Before starting the company set-up, ask yourself these 5 questions:

1. How much share capital do you want to provide and in how many shares should this be divided (you need at least EUR 3,000 for a limited liability company, at least EUR 60,000 for a public limited company)? 

 

2. Who should become the shareholders? (Only one shareholder or several? Should companies or private individuals become shareholders?) In case of companies as shareholders, it has to be clarified who is the "titular real", i.e. who is the actual owner or ultimately has the decision-making power in the company.

 

3. Who should become the managing directors? (Will they also be employees of the company? Should they be authorized to act alone or only jointly? What authorizations should be granted? Should the management itself be remunerated?)

 

4. What is the exact business activity and how is it working? (Are public approvals necessary?) Knowing the specific processes that are going on is of crucial importance both for the correct registration with the tax office and for minimizing the tax burden.

 

5. When do you actually want to start the business activity? From my experience, you should calculate about 2 months for the set-up of the company in Spain if Non-Spanish companies or Non-Spanish private individuals are involved.

You answered these 5 questions? Then we can see the process of setting-up a company in Spain now.


10 steps to your company set-up in Spain:

You have to go the following 10 steps, then you have successfully set-up your company in Spain:

1. Application for a company name at the Central Commercial Register (Registro Mercantil Central)

You should think of at least 3 alternatives. 

2. Application for tax identification numbers for the shareholders and the managing directors

If the shareholders and the managing directors do not yet have a tax identification number, it must be requested from the  Spanish tax office. If the natural persons or companies involved are not Spanish, please note the following:

When applying for a tax number (so-called "NIF") for a foreign company, you need a current commercial register excerpt of the respective company with sworn translation into Spanish and Hague Apostille.

When applying for a tax number for a foreign natural person (so-called "NIE"), the person itself can request it in Spain or in a Spanish embassy abroad, or a representative of the person with a notarial power of attorney can apply for it. 

3. Opening a bank account and paying in the share capital

4. Compilation of information for the notary

Necessary information for the notary and for the preparation of the statutes must be compiled (information about shareholders and managing directors, company purpose, financial year, etc.).

5. Appointment with a notary in Spain

Here the certificate of incorporation is issued in front of the notary. The shareholders can be present or represented.

6. Registration of the foundation in the commercial register

Deadline: 1 month from the date of the certificate of incorporation.

7. Application for the tax number for the newly founded company

Application for provisional and definitive tax numbers for the newly founded company to the Spanish tax office and registration of the start of activity.

8. Opening of a social security account for the company (if necessary)

If you are planning to hire employees, the company needs to have a social security account before. 

9. Application for an electronic signature for the company

It is not mandatory to have an electronic signature, but makes it easier to communicate with all public authorities. For example, you have only access to the electronic notifications from the Spanish tax office through an electronic signature.

10. Registration of employees with the social security

Important: no subsequent registration is possible, employees must be registered with the social security BEFORE they start.

In some cases also the shareholders have to be registered with the social security.

You have taken those 10 steps? Then you have now successfully set-up your company and can finally start to focus on your business activity.


Conclusion:

I wanted to give an overview of what you should consider and what steps you should take if you want to set-up a company in Spain.

You know how it works now, but find it all a bit complicated?

You are lacking the language skills to contact the public authorities and the notary?

You would like to have a local contact person who takes care of everything and clarifies your individual questions?

 

Then just contact me! We set-up your company quickly and easily and you can start doing business. It is that easy.