The bureaucracy surrounding the creation of a new business is always a major challenge, particularly when doing so in a legal system you are not too familiar with. In this post you will find an outline of the process you will need to follow in order to register a company in Spain. Hopefully, a clear explanation makes everything a little bit easier, allowing you to avoid future problems and making sure you can focus on what’s really important: running your new business.
There are several options available when deciding to create a company in Spain. In this post we are going to focus on how to create and legally register a limited company (Sociedad Limitada) because it is the simplest and most common structure for a company in Spain.
Without further ado, these are the steps you need to follow in order to legally register a limited company in Spain:
- Get a Spanish Identification Number, or NIE
NIE stands for “Número de Identificación de Extranjeros,” in other words: it links your Passport to a unique ID number for tax purposes within Spain. This is the very first step you will need to complete before participating in any type of administrative procedures, whether public or private. The nationals’ equivalent for this is the NIF, which stands for “Número de Identificación Fiscal.”
There are two ways in which you can obtain this number:
- From any Spanish consulate in your country of origin;
- In the designated police stations, either in person or by granting a Power of Attorney.
- Name your Company
The following step is to obtain a certificate of uniqueness, or “Certificación Negativa de Denominación Social,” for the name you wish to give your company. In order to do so you must send a list of three possible names by order of preference to the Central Corporate Register of Spain, or “Registro Mercantil Central”.
Within a few days, the Register will either decline your request if the names are already in use, in which case you will need to submit three alternative options, or issue a certificate granting your company its official, unique name out of the list you submitted.
- Deposit the Minimum Cash Requirement
Having an NIE, you will now be able to open a Bank Account that is linked exclusively to your business. This is necessary because, in order to register a limited company, you will need to obtain a certificate from your bank showing that there is at least 3,000€ under the company’s name. You will see that this certificate is often referred to as “Certificado de Depósito de Aportaciones Dinerarias.”
- Draft the Shareholder Agreement
This Agreement is the main internal governing document and the Spanish equivalent to what in the UK is known as Memorandum and Articles of Association. It must, at least, answer the following questions:
- Where is the company located, or its “Domicilio Social”?
- What is the purpose of the company, or its “Objeto Social”?
- Who are the shareholders of the company and what are their voting rights?
- What is the initial invested capital?
- Who is the company’s Director?
This document is binding for all the shareholders. Any other points regarding the structure and functioning of the company can (and should) be a part of the agreement but can also be attached to the main agreement later.
The drafting of this Agreement is probably the most complex step in the procedure, which is why the assistance of a business lawyer is highly recommended. It is very important for this Agreement to be part of the solution and not the cause of any problems that could arise in the future. In Nalda & Suárez we have more than 30 years of experience in registering companies and we would be more than happy to guide you along the whole process or to just assist you in the drafting of the Shareholders Agreement, or “Estatutos Sociales.”
- Sign the Public Deed
This step just puts together and formalizes all the previous ones. At the Notary’s office, the shareholders (or a representative through Power of Attorney), will sign the Public Deed of Incorporation, or “Otorgamiento de Escritura Pública”, which will include: the NIE number, the Bank Certificate, the Name Certificate and the Shareholder Agreement.
- Get an Identification Code for your Company, or CIF
CIF stands for “Código de Identificación Fiscal” and its purpose is to identify your company for tax purposes.
In order to obtain this number, you will need to fill in the corresponding application form and upload it or present it in your local tax agency, together with your NIE. You will first be given a temporary one. The final one is issued at the end of the process.
- Pay the applicable taxes
Before submitting the Public Deed to the Register, you must pay a tax known as “Impuesto sobre Transmisiones Patrimoniales y Actos Jurídicos Documentados” which amounts to 1% of the company’s initial invested capital.
- Register your company
Once the taxes have been paid, the Notary will then send the Public Deed to the Companies Register, or “Registro Mercantil,” which is the Government’s body in charge of controlling that the Public Deed complies with all the necessary legal aspects. Congratulations: once this is complete you will receive your final CIF and your company will be fully registered.
We hope that this guide can help you navigate the process of registering a new company in Spain. If you wish to do so in Valencia, in Nalda & Suárez Abogados we will be more than happy to guide you through the whole process and/or answer any questions that you might have.
Contact us at: info@naldaysuarezabogados.es or give us a call us on 963 31 81 13.
Post by: Elena de Nalda Tárrega