Spain - Sociedad Limitada

Spain Company Registrations

 

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

To incorporate a Spanish Limited company - Sociedad Limitada takes 2 weeks. Incorporating a company with us is simple and quick as we are in the centre of Madrid, and 1 kilometre from the Central Tax Office and the Mercantile Registry.

We do the following for you, or with you:

  • Company name clearance for the company at the Central Mercantile Register, takes 3 days
  • You need share capital of €3000 - this can be placed in a bank account or you can designate assets, of this value to be given to the company
  • The new company needs to have a provisional tax number - we prepare forms to be lodged with the tax office, which can usually give the company a VAT number instantly
  • The deed of incorporation is then signed by the shareholders and the directors in a notary's office
  • We pay the local taxes due on lodging of share capital and start 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 

The Company Statutes

The company statutes are signed by the directors and shareholders before a notary and this can be done with a Power of Attorney if the shareholders or directors cannot be present.

We inform the notary of

  • The Registered Office in Madrid
  • The objects of the company
  • The directors of the company
  • The shareholders
  • 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

The notarial appointment can be arranged without notice with our Madrid notary and can be completed with a Power of Attorney if required.

The Company Registry - Mercantile Register - Registro Mercantil

We present the following documents to the Mercantile Register.

  • The company statutes
  • The company name clearance certificate
  • The receipt for payment of the tax on the share capital
  • The tax authority form stating the provisional tax number of the company

The Mercantile Register allots an identification number to the company, and arranges for the details of the company to be advertised nationally.

Activating your company to trade

Your company gets a tax CIF number at the time of incorporation, often the same day that the company statutes are signed with the notary.

The company is then active and can start trading from that moment.

This CIF number is also your VAT number. If the company is to trade, we need to do the following:

  • Register for Economic Activity
  • Register to employ people with the Social Security agency

Register to pay the Economic Activity Tax

The company has to register for a small tax to the local municipal authority and the information that we generally present when registering includes:

  • A plan showing the layout of the place of work
  • A map showing where the place of work is
  • A valuation of the building and the equipment
  • A written description of the activities taking place

Register with the Social Security

This is done at the social security office closest to the registered office of the company, the company then selects a health company (mutua) which looks after the employees in the event of accidents at work.

Sociedad Limitada SL

We incorporate your company through a deed with a public notary, which we then register with the Mercantile Registry. Your company is now incorporated.

We include the following in the deed of incorporation: 

  • The shareholders.
  • The election to incorporate a Sociedad Limitada SL.
  • The contributions made by each shareholder and the number of shares.
  • The articles of association of the company.
  • The manner in which the management of the company is to be organised.
  • The directors of the company.

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 at the address where it carries out its actual administration and management, or at the location of its principle establishment or operation.
  • The share capital may not be less than 3,000 euros. It must be fully subscribed and paid up at the time of incorporation.
  • Accessory contributions, separate from the contributions of capital, can be established in the articles of association on a compulsory basis for all or only some of the participation unit holders, indicating the specific content of such contributions and whether they are to be made gratuitously or for remuneration.  If the accessory contributions are remunerated, the articles of association must determine the remuneration to be received by the participation unit holders concerned.
  • The management of the company can be entrusted to a sole director, to several directors who act jointly and severally or as a body, or to a Board 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.
  • The directors will hold their offices for the term stipulated in the articles of association and may be removed from office at any time as a result of a resolution by the General Meeting.

Incorporating a Spanish SL Company with a Donation of Assets

Two methods of incorporation are allowed, both requiring the subscription of the share capital of €3000 in cash or with a donation of assets worth the value to be subscribed.

The procedure is as follows:

  • You sign an agreement to start your Spanish company as the initial shareholder. We then prepare various documents , which comply with the tax authorities guidelines.
  • We will draft your board minutes for the directors signature stating it is your intention to incorporate a Spanish company. These will be notarised and apostilled in your country and translated.

We then obtain from the tax office your provisional CIF number with:

  • The Acuerdo de Voluntades statement
  • The board minute duly apostilled
  • The Spanish company name clearance certificate
  • The translations prepared by ourselves
  • These documents are then presented to the notary who will issue the Notarial deed.

The Notarial deed will show the list of your assets which will be used for the capital of your company, such as stock, computers, furniture to the value of the capital.

The Fiscal Identity Number for your Spanish company

To be appointed as a director or shareholder you will require an identification number (NIE number), and for a company shareholder it is a CIF number.

  • We can obtain your fiscal identity number (NIE) for you, through a Power of Attorney
  • We can obtain a company tax number CIF for you, by obtaining legalised documents of your company

All directors or shareholders will need Spanish identification numbers to sign the company statutes with the Notary.

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