Spain Incorporation - Trading Company

These are the steps which need to be taken to form a company in Spain.

Ask for a Name Clearance Certificate from the Provincial Registry of Companies. The applicant is invited to suggest three options for company names, as well as the name of one of the‘Subscribers.

Get an account set up in a bank or in a building society (caja de ahorros). The minimum capital allowed is €3,010 for a normal SL company, which must be placed in the bank account by the subscribers.

The Statutes must be signed by the Subscribers in a Notary’s Office. They must state the personal details of the subscribers, the name of the company, the registered office and the capital base. When presenting the details to the notary, the subscriber needs to show the name clearance certificate and a bank receipt showing that the share capital has been put into an account. The ‘Fiscal Identification Number’ must be stated.

Ask for a Fiscal Identification Code at the local tax office by handing in form ‘037’ with a photocopy of the Name Clearance Certificate and the National Identity Card or Passport of the Subscriber.

The Subscribers must pay the Capital Transfer Tax and the ‘Notarial Documents Stamp Duty’ at the local tax office. The amount to pay in transfer tax is 1% of the Share Capital on subscription.

The Subscribers must pay over the cost of putting the name on the Provincial Registry as well as the cost of publishing the new company details in the ‘Mercantile Registry’ newspaper.

A couple of forms need to be handed in to the local tax office: the 036 or 037 ‘New Company’ form, and the 845 Register to Pay the Economic Activity Tax form.

The following steps are for trading companies only:

  • The company must register with the Social Security agency.
  • In an outlet which sells official documents, the company must get the ‘matricula - license book, and the inspection visits book. These books must be legalised.
  • The company must pass details of the opening of their first place of work and apply for an inscription in the ‘Registry of Activities and Commercial entrepreneurs’ in the records of the ‘Consejería de Trabajo’ or in the ‘Provincial Work Directorate’ (Dirección Provincial de Trabajo).
  • They must ask for a ‘Business Start-Up License’ from the town council, which is done after presenting:
  • 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
  • A receipt stating that the Activity Tax
  • Registration of workers in Social Security within ten days of starting their appointment, as well as presenting a work contract to the National Employment Service (INEM).