Steps to be taken for the incoorporation of a company in Spain

Mar 21, 2018 | Sin categoría | 0 comments

This post is intended for any person who wishes to set up a limited liability company in Spain. The steps and formalities involved are set out below:

  1. Applying for a company name.

To obtain the company name you should submit an application to the Central Mercantile Registry, which will issue a certificate confirming that the company name you have applied for is available.

It is advisable to include several options —at least 3— to ensure that the company name has not already been taken.

It usually takes 24 hours to obtain the company name certificate after applying and paying for it via the Internet.

The certificate is valid for 6 months. It must be presented along with the company’s incorporation deed.

  1. Putting up the share capital.

The minimum share capital required by law is 3,000 euros for limited liability companies.

The shareholders may subscribe the share capital using either of the following methods:

  • Monetary contribution: a bank account must be opened in the company’s name, so that the shareholders can pay into it at least the minimum share capital required by law.

The bank will issue a certificate with the name of the shareholder making the payment and the date and amount. This certificate is valid for 2 months and should be attached to the incorporation deed.

  • Non-monetary contribution: a list of the assets to be contributed and their value must be drawn up. This information must be attached to the incorporation deed.
  1. Drafting of the articles of association.

The articles of association are the internal laws that govern the relations between the company and its shareholders.

The articles may be standard, which set out the minimum provisions established by law, or they may be specifically drafted to reflect an internal system that may be negotiated by the shareholders, for instance, the system used to sell shares or equity holdings, the remuneration paid to the governing body, or causes for the exclusion of shareholders.

  1. Determination of the governing body that will manage the company.

A decision must be taken as to whether the company will be managed by a sole administrator, several joint and several/joint administrators or a Board of Directors, formed by at least 3 persons.

  1. Granting of the incorporation deed.

The shareholders will appear before a Notary with the documents/information set out above in order to grant the incorporation deed.

  1. Application for the provisional Tax Identification Number (CIF).

Once the incorporation deed has been granted, a request will be submitted for the provisional Tax Identification Number of the company. This formality may be carried out by the Notary’s office.

  1. Filing of the incorporation deed with the Mercantile Registry.

The incorporation deed will be filed with the Mercantile Registry of the province where the company’s registered office is based, no later than 2 months after the date of granting the deed.

Before filing the deed, the respective tax settlement must be made (form 600), which is currently exempt from payment.

  1. Final formalities.

Obtaining of the definitive Tax Identification Number and registration in the economic activities tax register.

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