Spanish Sociedad Limitada (SL) Company Formation

We have an office in Madrid very close to the Tax Office and Mercantile Registry and are able to liaise with the authorities to incorporate the company with the minimum of delay.

Incorporating an SL allows access to the lucrative Spanish market and Formacompany is uniquely qualified to help you establish and maintain your Spanish business.  We have 20 years’ experience incorporating business in Spain and our Madrid office can facilitate everything from drafting the initial documentation for your company to processing and running the payroll for your employees.

Company Name

All company names must be approved by the Mercantile Register which takes around three days, once approved the name can be reserved for ten days free of charge. Company names must not be identical or deceptively similar to other companies already registered and the name must end with the suffix Sociedad Limitada or the abbreviation SL.

Registered Office

All companies are required to have a registered office where official correspondence is sent this may be a commercial or residential address and it 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. We initially provide you with a registered office in Madrid, but this is easily changed to a location of your choice if required.

Directors

Only one director is required for your company there is no restriction on either residency or nationality

All directors or shareholders will need Spanish identification numbers to sign the company statutes with the Notary; to be appointed as a director or shareholder you will require an identification number (NIE number), and for a corporate shareholder it is a CIF number.

  • We can obtain your fiscal identity number (NIE) for you
  • We can obtain a company tax number (CIF) for corporate shareholder

 

Shareholders

Only a single shareholder is necessary, there are no restrictions on the nationality or residency of the shareholder and corporate shareholders are permitted.

An initial shareholder register is filed upon incorporation but any subsequent changes to shareholdings does not need to be filed.

Share Capital

A Spanish bank account is required to deposit the €3,000 share capital.

Filing Requirements

Companies are required to file annual financial statements and an annual return. If the company is considered ‘small’ both these may be simplified and there is no requirement to appoint a statutory auditor.

Timescale

Once we have your proof of identity it takes only two weeks to incorporate your Sociedad Limitada in Spain.

Spain Company Incorporation fees

Spain SL Company Formation – 2 weeks

Model 1: You need to visit Spain to sign documents in front of the notary

  • Approval of company name from the Mercantile Registry
  • Liaising with the local registrar and relevant authorities
  • Structuring the company as per your requirements
  • Preparing your Company Registration Forms
  • Drafting Company Statutes to sign with a Notary
  • Filing the documents with the Registro Mercantil
  • Notarial Fees €400
  • Payment of the share capital tax is paid at the tax office
  • Fiscal Registration for all taxes
  • Appoint the Directors
  • Minutes appointing first Directors
  • Preparation of the first minutes of Board Meeting
  • Initial publicity in the BORME- the official newspaper
  • Preparation of deed showing the initial participation in share capital
  • Registration of foreign capital investment if shareholders are not resident
  • All documentation provided will need to be translated into Spanish
  • Setting up the official minute book: with leather binder
  • All documents and certificates supplied in a professional folder
  • Delivery of documents by FedEx / DHL courier
£1900
Spain SL Company Formation – 2 weeks Model 2: Where you wish to incorporate without visiting Spain

  • A Power of Attorney is organised with the notary so the company statutes can be signed by Formacompany
  • Approval of company name from the Mercantile Registry
  • Liaising with the local registrar and relevant authorities
  • Structuring the company as per your requirements
  • Preparing your Company Registration Forms
  • Drafting the Company Statutes to sign with a Notary
  • Filing the documents with the Registro Mercantil
  • Notarial Costs €400
  • Payment of the share capital tax is paid at the tax office
  • Fiscal Registration for all taxes
  • Appoint the Directors
  • Minutes appointing first Directors
  • Preparation of the first minutes of Board Meeting
  • Initial publicity in the BORME- the official newspaper
  • Preparation of deed showing the initial participation in share capital
  • Registration of foreign capital investment if shareholders are not resident
  • All documentation provided will need to be translated into Spanish
  • Setting up the official minute book
  • Delivery of documents by FedEx / DHL courier
£3100
Additional Services
Company Administration & Registered Office (required)£560
Registering your company for VAT / IVA£120
Bank Account Introduction – to deposit the €3,000 share capital£420
NIE number per officer – (either through the Spanish consulate or a visit to Madrid)£400
Annual Renewal Fees
Company Administration

  • Provision of the Registered Office in Spain
  • Compliance with local domicile requirements
  • Ensuring that your Company is kept in good standing through the filing of annual documents If instructed, we will file for you the:
    • Annual accounts in digital format
    • Minute adopting the annual accounts, which needs to be on notarial paper
    • Obligatory report on effects on the environment
    • Notes to the accounts
  • Annual legalisation of books of accounts
  • Forwarding official correspondence including  CIF certificates and Tax Authorities notification:
  • Mercantile Register: notifications of acceptance of documents, letters from Chamber of Commerce and letters from the authorities of the Municipality of place of business.
  • Applying for and maintaining a digital signature, enabling filings with the regional  tax authorities
  • Maintaining the Minute Book (Libro de Actas)
£560
Directors Register Maintenance£175

 

Your company will be incorporated using your chosen name and we will ensure that the procedure is as simple as possible.

We will administer the preparation and filing of all registration forms on your behalf.

Proof of Identity

As part of our due diligence we require proof of identity in the form of a passport copy for all directors and shareholders of the company.

Travel

Traveling to Spain is recommended as incorporation documents are usually signed before a notary in Spain and a bank account needs to be opened. A Power of Attorney can be drafted  enabling us to sign documents on your behalf.

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