How to set up a company in Spain quickly and safely?

The equivalent of a limited liability company is the Spanish Sociedad de Responsabilidad Limitada, abbreviated S.L. As in Poland, it may be established by one or more persons and its executive body is the board of directors, which may consist of one or more persons. The minimum share capital is €3,000, which must be paid into the company’s account. The main advantage of this company is the separation of the personal assets of the shareholder and the board member from those of the company. This means that, with certain exceptions, the shareholder/management member is generally not liable for the company’s debts. Typically, the process of incorporation in Spain takes approximately two months and the fees are around €1,200-1,500.

Necessary steps to incorporate a company in Spain:

Obtaining a Spanish Foreigner Identification Number (Número de Identidad de Extranjero – NIE).Obtaining a NIE is not only needed to incorporate a company, but also to rent a flat, take a job, buy property or pay taxes. It can be obtained through the Spanish embassy or consulate in the country of current residence or at the Policía Nacional on Spanish territory. It is issued “out of the box” by appointment.

Obtaining a company name certificate (Certificación negativa del nombre de la sociedad). Obtaining this certificate is an essential step, as it confirms that your company name is unique and no other company uses that name.

Setting up a bank account. Many banks have interesting offers for newly established companies, e.g. Santander, CaixaBank. Already at this stage the partners are required to deposit a minimum share capital of €3,000. Once the company is entered in the register, this amount can be paid out.

Drawing up the company status (estatutos sociales) and the articles of association in the form of a notarial deed. The Articles of Incorporation regulate the basic principles of the company, such as the name of the company, the seat, the share capital, the objects of the company, the division into shares, the method of management and its organisation, etc. The articles of association are then drawn up in the form of a notarial deed, to which the articles of association, the company name certificate, the NIE number and the bank certificate confirming the payment of €3,000 into the company’s account must be attached.

Obtaining the taxpayer identification number (Número de Identificación Fiscal – NIF). Once the articles of association are signed, the notary sends a request to the Agencia Estatal de Administración Tributaria for the taxpayer identification number, which is valid for 6 months.

Registration of the company in the Registry of Companies (Registro Mecantil). The registration of the company must be made with the competent Commercial Registry having jurisdiction over the company’s registered office. The application must be accompanied by an extract of the Memorandum of Association, confirmation of the payment of the transfer tax and legal acts (impuesto sobre transmisiones patrimoniales y actos jurídicos documentados), a photocopy of the NIF number and evidence of payment.

The tax declaration of the commencement of the business and its filing with the tax office. For the first years of the company’s activity, it is exempt from business tax. To do so, you must report the activity to the relevant tax office.

Remember that in addition to completing the above steps, you must also:

Obtain an electronic signature for the company (certificado digital FNMT)

Legalise the company’s books (libro contable)

Register the personnel file with the Spanish Data Protection Agency

Create work calendar

Register with the social security system for employees and communicate the opening of the work centre to the Directorate of Labour (dirrección Provincial de Trabajo) if employees are hired

Obtain a licence (concession) to operate the business

The process of setting up a company requires the presence of a shareholder or CEO in Spain and the completion of all formalities. Completing all the necessary formalities at the outset will avoid unnecessary disputes with the authorities in Spain. Spanish law provides for the possibility of granting a power of attorney

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