Spain - SL Company Incorporations

Spain Company Incorporations

 

Spain Key points

  • Time - only 2 weeks to incorporate your company
  • Cost - a Spanish company will cost £1740
  • Directors - only one director of any nationality, is necessary for your SL company
  • Shareholders - only one shareholder of any nationality, is required
  • Share Capital - the share capital requirement is only €3000
  • Support - using our 20 years experience we guide you throughout every step of the company formation process
  • All directors and shareholders will require a Spanish fiscal identity number
  • VAT registration within 2 days

The standard Spanish Private Limited Company is the SL, the Sociedad Limitada and is very similar to the private limited company in other EU countries. The formation procedure normally takes two weeks and as an alternative; we can supply you with a ready made company. An SL company requires a registered office, this will initially be in Madrid, but is easily changed if required.

Documents and Information

To start incorporating your Spainish SL we require the following:

  • Your Company Name
  • The Director/s full name, date of birth, address and nationality
  • The Shareholder/s full name and address

Documents you are required to provide:

  • Proof of identity. Either passport, national identity card, photographic driving licence
  • Proof of residential address. Gas/electricity bill or credit/debit card bank statement dated within the last 3 months
    • Performing a free company name check and approval
    • Registration of your company name: we apply for a certificate issued by the Mercantile Register, confirming that the name is reserved for you
    • All directors and shareholders will require a Spanish fiscal identity number and we can obtain this number for you, through a Power of Attorney
    • Depositing the share capital with a Spanish bank to enable them to issue a certificate of deposit.
    • Drafting of Articles of Incorporation
    • Holding of the incorporator's meeting before the Notary Public
    • Drawing up of the notarized 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
    • A 1% share capital tax is paid at the tax office of the Region (Comunidad Autónoma)
    • The 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
    • Directors may be of any nationality and may reside anywhere.
    • Only one director is required.
    • There is no requirement to appoint a local resident director. 
    • Only individuals may be directors of a Spanish company.
    • Shareholders may be of any nationality and may reside anywhere
    • Only one shareholder is required. This can be the same person as the director.
    • Nominee shareholders are allowed we can provide this service.
    • The shareholder can be a person or a corporation.
    • The registered office of a company  is the location  where official correspondence is sent. The registered office may be a commercial or residential address.
    • The registered office is normally the main place of business of the company.  If the  company has  more than one place of business,  these must be stated on tax forms.
    • Lodging annual accounts
    • Lodging an annual summary of activity and an annual Corporation Tax return
    • Legalise books of account
    • Lodge quarterly VAT returns

Incorporating a Sociedad Limitada (SL)

The formation procedures of a company is as follow:

Company Name

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.

Share Capital

The 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 of a Spanish company, whilst the initial shareholders are stated in the deed of incorporation, any subsequent changes of shareholders are by a notarial deed, which is not filed at the Mercantile Register.

The shares of a Spanish limited company can be transferred at any time and are sold through signing an agreement in front of a Notary.

Registered Office

All Spanish SL's must have a registered office. You must select a Spanish registered office for your corporation.

VAT Number

All Spanish companies have a VAT number when they are incorporated, so your company can trade immediately.
This VAT number is not on the VIES register, we can apply for registration on the VIES register, this normally takes up to 2 months.  

Formacompany & Co Ltd
11 Church Road
Great Bookham
Surrey
KT23 3PB
UK