Incorporating a Company   

Warning: The information set out below is a general guideline provided by DOMENECH ABOGADOS. Specific advice should be sought before any action in reliance on it is taken, as explained more fully in this website's legal notice.

The two main types of company available in Spain are: "Sociedad Anónima (S.A.)" and "Sociedad Limitada (S.L.)".

While the minimum capital for the incorporation of an S.A. is Euros 60,102 (although only 25% needs to be paid-up at the time of incorporation), the minimum capital for the incorporation of a S.L. is only Euros 3,006.-, all of which must be paid-up on incorporation.

In both cases, the company can be managed either by a sole director or several directors (acting jointly or individually), it being necessary to establish a Board of Directors when the number of joint directors is three or more. There are no legal restrictions on the nationality of the shareholders and/or directors, although practical reasons make it advisable that day-to-day management be carried out by a Spanish resident.

Importantly, Spanish tax identification numbers will be required for any non-Spanish resident members, and for any non-Spanish resident directors, of the new Spanish company.

Subject to the above and generally speaking, unless the investiment relates to restricted areas (eg, telecommunications, defence, etc.) or comes from a tax haven, no specific prior clearances will be required and the procedure of incorporation can be undertaken without further delay. This consists basically of the following steps:

  1. Obtaining a certificate from the Central Commercial Registry stating that the proposed corporate name is not being used by others;
  2. Transfer of the corporate capital into a Spanish bank account open under the name of the company;
  3. Signature of a notarial deed of incorporation before a Spanish Public Notary, by means of which the company's by-laws are approved and its governing bodies appointed;
  4. Payment of taxes on incorporation;
  5. Registration of the notarial deed of incorporation with the Commercial Registry;
  6. Registration of the investment with the General Directorate of Foreign Investments.

Subsequently, the company needs to be registered for purposes of both taxes and social security obligations, as mentioned above. From January 2008, companies are ordinarily subject to Corporation Tax at a 30% rate on the net profit obtained during their fiscal year, although 25% is the applicable rate for smaller companies on the first 120,202.41 Euros of taxable base.

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