Registration of a company in Spain -Business Set-up

Do you want to open a company in Spain, but you are not a resident of the country? No problem. This is a completely feasible desire, and in this post we will tell you how to do it.
To do this, there are different options to choose from, in this post we will consider: – Limited Liability Companies or LLC (S.L.) – Open Joint Stock Company or OJSC (S.A.)

If you are planning to earn more than 50.000 € per year, then we recommend that you first look at the option of opening an LLC (S.L.). This is a fairly flexible and easy way, requiring a minimum investment (3.000€).

JSC (S.A.) is intended for larger companies, for some areas of activity, the law requires the opening of this particular form of legal entity (for example, to obtain a license for a casino, this particular form of legal entity is required). They are characterized by more stringent requirements and investments in the authorized capital of 60.000€ or more.

Once you have decided on the type of company, it is important to be aware of the steps that a foreigner will have to take in order to be able to open a business in Spain.

1. Getting a NIE
This can be done at the police station or at the Spanish consulate if you are outside of it. For those who are going to open a company for a foreign legal entity. A person (a group of companies, a holding), in addition to NIE for a representative, will also need to receive NIF for a foreign company.

2. Company name
In addition to the NIE, in parallel or after receiving it, it is necessary to apply for the issuance of the so-called certificate of uniqueness of the company name. The document shows that the chosen name is in the public domain and you can use it.
To do this, you need to make a list, preferably of 5 possible names for the company. If all titles are available, one of the options will be assigned by priority; depending on their order of precedence.
Since each time there are fewer and fewer names, we recommend choosing names consisting of two or three words. Also, the use of punctuation marks is prohibited in the title.
As a result, you will have an official company name that will appear on all documents.

3. Opening a bank account of the organization
In the current realities, this is a rather difficult operation, since if the owner of the company is not a resident of the EU, then when opening an account with a compliance bank company, all documents confirming the origin of the funds will be required directly to the individuals who are the founders of the company, reserving the right to refuse to open an account.

The minimum amount that must be shown in the account in case of opening a S.L company is 3.000€, for which a bank certificate will be issued. You will need it on the day the company is registered with a notary.

If, nevertheless, there are difficulties with opening a bank account, then there is an alternative option – you can deposit things in kind into the Criminal Code, the most important thing is that their total cost is equal to or higher than 3.000 €. So you can use different assets, such as a computer and other paraphernalia, which will not only be useful in activities, but will complement the missing amount.

4. Company administrator
Today, according to Spanish law, it is possible to open a company and appoint an administrator as well.
Moreover, on the basis of the Judgment of the Court of October 28, 1999, Article 7 of the Law on Social Insurance Ley General de Seguridad Social, non-residents of Spain operating outside the country may not be registered with social insurance authorities. However, when a company begins to operate, it is necessary to appoint a trustee of the company (apoderado) resident in Spain in accordance with Art. may require the company to appoint a Spanish tax resident as a representative.”

5. Signing a public act
After the first 3 stages and receipt of documents, it is necessary to visit a notary to sign an act in which all official data about the company are recorded, including descriptions of activities and the administrator of the company is appointed. Further, these companies are registered in the Commercial Register of Legal Entities (Registro Mercantil).
This process can take up to 3 weeks. However, from the day the document is signed, you will be assigned a provisional tax number with which you can start your business.

6. Tax office
After notarial acts, it is important to contact the Spanish tax agency to certify all documentation and obtain the final company TIN – CIF (company TIN)
This is necessary so that the company can identify itself with the tax authorities. This is a unique number that allows you to be identified from others for tax purposes.

To do this, you need to download the appropriate form from the website of the Tax Agency and fill it out. You then need to make an appointment with your local tax office to submit it along with your existing NIE.
If you plan to import/export within the EU, you will need to separately request an ROI (International VAT) number.

7. Registration in the Social Security System (RETA)

Thinking about starting your own business in Spain? Have doubts or questions? Our specialists from ProSpain Consulting will help you decide and as a result register a company in the country, which will give you the opportunity to move to Spain.
Contact us today for more information:  +34 722 727 205 (Spain) or +7 (994) 416 71 35.

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