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Spain - Ready Made Company

. A ready made company will be beneficial if a company is required urgently, for instance if a company registration number is needed immediately in order to complete an important contract and you cannot wait the 2 weeks to incorporate.

We have a stock of ready made companies in good standing and they can be transferred the same day at the notary's office.

Our Spanish ready made companies:

  • Have wide objects and can be used for most business activities
  • Are Sociedad Limitada Companies
  • Offer shareholders limited liability
  • Can have their name changed on the day of purchasing the company

Once we have incorporated your company you will receive a certificate stating that the SL (limited liability company) was incorporated and it has not been active and is free from any liabilities.

Procedure for acquiring a Spanish ready made company:

  • You may need to examine the statutes already in place and advise us of any necessary changes needed
  • You need to decide the new SL name, a new registered office address and any other change you want in the company statutes, so that a notary can prepare an amendment to the company documents
  • A corporate meeting takes place at the notary's office where the old management is voted out and the new one is voted in, the shares are transferred and changes in statute. You are now the owner of a company that is legally ready to start business.
  • The new management registers the statute changes at the Mercantile Registry
  • You will need to sign a deed in the notary's office which confirms our resignation as the previous director and appointing yourself as the new director
  • or you can sign a Power of Attorney instructing us to sign the deed of appointment on your behalf
  • As soon as this deed is signed, your company is ready for trading
  • You need to sign a deed for the purchase of share capital with the notary
  • or you can sign a Power of Attorney so that we can sign the deed for you

Have the ready made companies traded before?

We can sell two types of ready made company

  • A new company which we formed. This has never had activity
  • An older company; which we have, or can, source from a third party

How do you know that these companies are free of risk or any charges?

  • With companies which we have formed, these have never traded before. We can guarantee this, and, if required, sign a statement with a notary that the company has not traded.
  • Older companies are likely to have traded before, although will have no trade or assets when they are bought. To ensure that you know that there has been no activity, the previous director can produce a balance sheet at the time of sale, demonstrate the legalised accounts at the last balance sheet date, and obtain a good standing certificate from the Mercantil Registry for you.

Where the company has traded before, we can supply all information required about the trading record of the company.

Activating your new Spanish company

The company can start trading immediately there has been a transfer of ownership in the notary, You do not need to wait until documents have been lodged with the Registry.

A change in the activities of the company are dealt with at the same time as the change in directors, simply by changing the object of the company in the company statutes. The new activity of the company needs to be registered with the Mercantile Register, and you need to be certain that the activity you carry out, is not subject to a special license.

As with new companies, your activity will be registered with the tax authorities, once the deeds have been returned from the Registry, This is done through:

  • Lodging an 036 form with the tax authorities, stating the change of ownership and registering for VAT and Corporation Tax.
  • Registering the new directors for tax, if this is their first registration in Spain
  • Registering a activity in the municipality, where you are going to work. This is often done by us, but may need to be done locally depending on your situation and your activity. We can advise you.

Changing identification numbers

The CIF number of the company will not change, and you need to use the CIF number we have given you on any company documents.

Non Spanish residents who are becoming directors for the first time need to have a NIE number, before signing the appointment and resignation of director deed. We can get this for you through a Power of Attorney, applying for an emergency NIE number if required. This emergency number is available quickly, depending on the circumstances; but could be available within 48 hours.

With my ready made company; can I increase the share capital?

Yes. The share capital can be increased at the same time as the transfer of the company.

A deed simply transferring share holdings, does not need to be lodged with the Mercantile Registry. However, a deed showing an increase in share capital does need to be lodged with the Registry, and official publicity is required.

Can I increase the share capital with a donation of assets?

Yes. This is most likely to happen when the company is about to become a property company.

A company specifically bought to hold property, will; most likely, increase the share capital by putting the real estate holding in the company. The new shareholder needs to be the owner of property, and needs to prove this to the notary. With the donation of assets, the title of the property passes to the company; so the details in the property registry need to change to show the new ownership

To do this, we need:

  • An extract from the Property Register showing that the shareholder is legally the owner of the company
  • And confirming that there are on charges or mortgages on the property.

We can then:

  • Prepare the deed of change of share capital and share ownership
  • Go with you to the notary, and make the changes
  • Pay the required taxes for you for the increase in share capital
  • Lodge the deeds with the Registry
  • File any required changes with the Tax Administration
  • Organise the lodging of new ownership details with the Property Registry