Company Formation Services
Spain

Incorporating in Spain
General Overview

Types of companies for
International Trade and Investment

Stock company (Sociedad anónima, S.A.),
Limited Liability (Sociedad de responsabilidad limitada, S.L.)

Procedure to Incorporate

All shareholders or directors need to have a ‘D.N.I.” (Spanish Identification Document) or ‘N.I.E.’ (Foreign identification number), if not Spanish or resident in Spain.

NIE can be applied for at your local Spanish Consulate or in the Chief Police Office in Spain.

Obtain a certification of uniqueness of proposed company name (certificación negativa de la denominación social) from the Registrar of Companies (“Registro Mercantile”)

Once the Registry issues the certification, the requested corporate name will be reserved for a maximum of 6 months from the certification’s date of issuance.

Each certification of uniqueness of the corporate name is valid for 3 months from its date of issuance. Furthermore, once the certificate’s validity has expired (3 months), the certificate can only be renewed once, after which a new certificate must be requested.

Open a bank account for the company; deposit capital in the bank and obtain a deposit certificate

The contributions can also be directly given to the notary public before whom the deed of incorporation is going to be granted, at the time of the granting, so that the notary can deposit them in the Company’s bank account.

File the single electronic form (DUE) and make an appointment with a Notary

Entrepreneurs can visit a Help desk for Entrepreneurs (PAE, Punto de Atención Empresarial) where they will fill in the single electronic form called DUE (Documento Unico Electronico). The PAE will then send the DUE through the electronic platform CIRCE to each administrative department involved in the process of starting a business, such as the notary´s office, the commercial registry, the tax agency and the social security agency. The PAE will also help the entrepreneur to set up an appointment with a notary that will grant the public deed of incorporation of the company.

Obtain the registered public deed of incorporation of the company and the fiscal identification number (CIF) before a public notary

The DUE is sent electronically through CIRCE to the notary for the incorporation of the deed. Once the notary has granted the public deed, he sends an electronic communication to the tax administration agency asking for the provisional Tax Number (CIF) for the new company. The notary also sends the public deed for registration with the commercial registry. Once the company is registered with the commercial registry, the registry communicates the registration of the deed to the tax administration and asks for the definitive tax number for the company again by electronic means through CIRCE. Finally, CIRCE notifies the definitive tax number to the notary and the notary communicates it to the founders of the company. Registering the deed with the commercial registry and obtaining the provisional CIF from the tax authority takes 3 days approximately but it takes a few more days to obtain the final tax number.

Submit a notification of start of operations (declaración responsable) to a private agency authorized by the municipality (ECLU) – Town Council

On December 26, 2012, Spain adopted law 12/2012. This law removes the requirement for certain commercial activities to obtain a municipal license to initiate the execution of works and start operations. A company can start operations after submitting a simple notification (declaracion responsable sin certificado de conformidad) to the private agencies authorized by the Municipality (ECLU).

Notify the Delegación Provincial de la Consejería de Trabajo e Industria

The corresponding autonomous community must be notified within the first 30 days of the start of activities and the opening of the workplace. Every autonomous community has its own form. Some require that work injury and safety documentation (corresponding to the specific business or workplace in question) be filed along with the forms. Other forms and documents might be needed depending on the workplace activities.

Restrictions on Trading

Yes, specified groups, which include for example, banking, insurance, financial services, consumer credit related services and employment agencies. Certain transactions may require consent from the Department of Foreign Investments (Dirección Inversiones Exteriores).

Powers of Company

A Company has the same powers as an individual.

Language of Legislation and Corporate Documents

Spanish

Shelf Companies Available

Yes.

Time to Incorporate

Usually 12 days to incorporate and 40 days to register the company. Note that the company may be active as from the date of incorporation.

Name Restrictions

A name that is similar to or identical to an existing company. A well-known name that is known to exist elsewhere.

Name Requiring Consent or a Licence

Bank, building society, savings, loans, insurance, assurance, reinsurance, fund management, investment fund, trust, trustees, Chamber of Commerce, co-operation, council, municipal or their foreign language equivalents or any name in English or a foreign language that may suggest association with the banking or Insurance industries.

Registered Office Required

Yes, must be in Spain.

Suffixes to Denote Limited Liability

S.L. or s.l. , S.A.

Disclosure of Beneficial Ownership to Authorities

Yes.