Spain Company Guidance

How to incorporate a Limited Company / Sociedad Limitada (SL) in Spain

After you have submitted the name of your Limited Company to us, approval can be obtained within several hours. You can carry out a free name check now using our Company Name check service. 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.

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

Two methods of incorporation are allowed, both requiring the subscription of the share capital of €3000 but allowing payment in either 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 director’s 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 and furniture to the value of the capital.
• An announcement, showing the details of incorporation is placed in the BORME newspaper, the bulletin for the Mercantile Register.

It takes only two weeks to incorporate your company.

What you need to incorporate a Limited Company / SL in Spain

To begin incorporation of your Spanish SL we will 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 (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)
• A Certificate of Deposit proving that the share capital has been deposited with a Spanish bank

Registered Office

All Spanish SL’s must 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 if required.

Shares and Share Capital

• You must select the number of shares each shareholder will have.
• The standard and minimum share capital is €3000; the shares can be issued for cash or through a donation of assets. It is often recommended that you have a higher share capital when the company is formed.
• 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.
• To start incorporating your Spanish SL a 1% share capital tax is paid at the tax office of the Region (Comunidad Autónoma).

Ready Made Companies

• We have shelf companies in Spain currently available, with standard Memorandum and Articles designed to permit most general activities; making it possible to commence business at very short notice. Our ready made companies are in good standing, are not the subject of any insolvency proceedings and have not entered into any contracts or engaged in any business activities.

What you receive after setting up your new business

• Original Certificate of Incorporation
• Original share certificates
• Original government receipt as evidence of payment of annual company registration and license fees

Advantages of Registering a Limited Company / SL in Spain

1. A Spanish Sociedad Limitada (SL) requires minimal infrastructure. A minimum of one director and one shareholder is required to incorporate a limited company in Spain; these can be the same person, can be of any nationality and need not be resident in Spain. Corporate shareholders are permitted, nominee shareholders are allowed and we can provide this service.
2. Incorporating an SL allows access to the lucrative Spanish market. There are several administrative hurdles to overcome before you can trade in Spain but Formacompany is uniquely qualified to help you establish and maintain your Spanish business and our office in Madrid can facilitate everything from drafting initial documentation for your company to processing and running payroll for your employees.
3. A Spanish SL has flexible auditory requirements. You may select the auditors or accountants of the company and shareholders may choose not to appoint an auditor for any given fiscal year.
4. A Spanish SL requires a Spanish corporate bank account. Formacompany can assist you in opening a corporate bank account to support your Spanish company formation. . Formacompany works with the major banks La Caixa, Caja Madrid, Banco Santander, Barclays, Bankinter and BBVA among others, and accounts include world-class, multi-currency and internet banking facilities as standard.
5. Spanish government notices are available online. Official government notices regarding private Spanish companies are all digitally archived and available on-line, allowing total transparency between you, your customers and your suppliers.

Important Information about Incorporating in Spain

• VAT is levied on all operations once you form the company.
• 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 but this normally takes up to two months.
• We incorporate your company through a deed with a public notary, which we then register with the Mercantile Registry. 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.
• The Mercantile Register allots an identification number to the company, and arranges for the details of the company to be advertised nationally.