Soria Associates Lawyers is important in the creation of SLs in Spain for expatriates and non-residents:
– Unified service: we are a single provider for all your company’s needs: legal, tax, accounting, employment, residence permits, NIE (foreigner identification number) and social security registrations among others. All your legal documents, models and tax forms, such as company deeds, VAT models filed, payrolls and employee costs will be in your client area, available to you 24 hours a day 7 days a week.
– Appropriate cost: We offer the creation of your company for free if you hire our accounting service for one year. The offer includes all the costs of incorporating the SL that Soria Asociados Abogados will pay for you: taxes, notary, and commercial register, so there will be no surprises (the share capital must be a minimum of 3006€ and no more than two partners for us to be able to pay the cost).
– We are experts in international clients: We work exclusively for international clients. Through our experience we have specific knowledge to help you better than other firms in the specific matters of the company or the international investor: such as establishing the appropriate commercial relationship between the Spanish entity and its subsidiary, or linked operations up to how to open a bank account for non-residents or get a NIE and social security number for the directors of the company more quickly.
Contact us to set up your company in Spain now.
Steps in setting up a company
In general, in order to incorporate a mercantile company in Spain, it is necessary to follow the procedures detailed below, which should in any case be carried out with the assistance of a lawyer in order to obtain the due legal advice.
– Application for Negative Name Certification before the Mercantile Registry
Before creating a society, we must decide what it is to be called, that is, its name.
In order to do so, it is necessary to apply for a Negative Name Certification before the corresponding Mercantile Registry, completing an application in which up to a maximum of 3 options and the name of one of the future partners will be stated.
– Application for CIF (Tax Identification Code)
The application is made to the Tax Office by presenting form 036, which must be accompanied by a photocopy of the Negative Certificate of the Name and ID of the developer or of the person interested in its constitution.
– Bank Deposit
It can be constituted in any Bank or Savings Bank and the amount will vary depending on the type of society that is constituted, for example, it will be as minimum of 3.005,06 € for the Societies of Limited Responsibility, and this is of 15.025,30 €, for the case of the Anonymous Societies and it will not be required minimum in the cases of Limited or Collective Simple Societies.
– Deed of Incorporation before a Notary Public
The constitution of the society must appear, in its case, in Public Deed and be signed by the partners before Notary. This deed must contain the following information:
– Those of the partners: Name, address, profession, marital status, and matrimonial regime.
– The name of the company being incorporated.
– The registered office.
– The corporate purpose, that is, what activity the company is going to develop.
– The subscribed capital: Depending on the type of company, it will be required to be or not fully paid up and may consist not only of cash but also of movable or immovable property.
It must also be indicated which part of the capital is subscribed or paid up by each of the partners and the number of shares (public limited company) or participations (limited company) into which it is divided.
– The regime for the transfer of shares or holdings.
– The administrative body of the company: The election of the position and its powers.
– The Articles of Association by which the company is to be governed.
– The following documentation must be presented to the Notary in order to authorise the signing of the Deed: The Certificate of Name issued by the Mercantile Registry, the bank receipt for having deposited the Share Capital and the CIF.
It is necessary to ask the Notary’s Office to issue, in addition to the authentic copy, two simple copies because one of them will be deposited at the Tax Office of the corresponding Autonomous Community when the Transfer Tax and Stamp Duty is paid and the other when the company is requested to be registered in the Mercantile Registry.
The price of the deed of incorporation is fixed by the fees of the corresponding Notary Association and will depend on the share capital of the company being incorporated and the extent of the deed itself.
– Tax of Patrimonial Transmissions and Documented Legal Acts (modality corporate operations)
It is settled by submitting the corresponding form to the corresponding Tax Office of the Autonomous Community.
The form must be accompanied by the first copy of the deed of incorporation, which will be returned sealed, and a simple copy that will be attached to the archives of the Delegation, the original and a photocopy of the CIF.
The amount of the tax will amount to 1% of the share capital.
– Inscription and Publication in the Mercantile Registry
Once the Transfer Tax and Documented Legal Acts have been settled, we can register the company in the Mercantile Registry.
In order to do so, we must provide the first copy of the deed of incorporation which will be returned to us after registration, a simple copy of the deed which will be attached to the archives of the Register, and the receipt of having paid the Transfer Tax and Stamp Duty.
In the Mercantile Registry we will have to pay the amount of the inscription in the Registry itself and the amount of its publication.
– Declaration of commencement of activity (Forms 036 and IAE)
It is presented at the corresponding Tax Office. This form indicates the system by which our company is obliged to pay tax.
– Registration in the Tax on Economic Activities (Model 845)
It is also carried out before the Tax Office.
The following data must be indicated on the form, among others: Those of the company, the code or epigraph of the activity (to be completed by the officials themselves if unknown), the date of commencement of the activity, whether there are premises affected by the development of the activity of the company, its metres, etc.
– Inscription of the company in the Social Security
This is carried out at the Social Security General Treasury with the completion of the corresponding form. It will be necessary to provide, among other documents, the CIF of the company and it is carried out on the spot.
It is not possible to register any worker with Social Security if the company contribution account code has not been obtained before.
– Self-employed registration
Legally, it is required that those who exercise the functions of direction and management that entail the performance of the post of director or administrator, or provide other services for a mercantile company, for profit and in a habitual, personal and direct manner, are registered in the Special Regime for Self-Employed Workers, provided that they have effective control, direct or indirect, of the company.
This control shall exist when the shares or holdings of the employee represent at least half of the share capital and also when any of the following circumstances concur:
– That at least half of the capital of the company for which it provides its services is distributed among the partners with whom it lives and those with whom it is united by marriage or kinship by consanguinity, affinity or adoption up to the second degree.
– That its participation in the social capital is equal or superior to the third part of the same one.
– That its participation in the social capital is equal or superior to the fourth part of the same one, if it has functions of management and direction of the society.
– Registration and visit books and their legalization
They are acquired in specialized establishments and for their validity it is necessary that they are sealed by the Labour Inspectorate.
These books shall record all registrations and cancellations of workers made by the company, as well as the visits made to the work centre, where applicable, by the Labour Inspectorate.
– Communication of the opening of the centre or resumption of activity and application for registration in the Register of Commercial Activities and Entrepreneurs.
It is carried out as in the previous case before the Department of Labour or, as the case may be, the Provincial Directorate of Labour.
– Application for an opening licence from the Town Hall
The request is made to the corresponding Municipal Board and, in general, the following documentation must be provided:
– Plano parcelario of the location of the local: It is issued by the Management of Urbanism, previous payment of the corresponding rate.
– Plans of the floor plan of the premises where the emergency exit, fire extinguishers and existing furniture will be located.
– Sketch of the local situation.
– Assessment of the facilities available in the premises.
– Descriptive memory of the activity that is tried to develop in the same one.
– Receipt of having paid the municipal taxes.
– The amount of the fees will depend on the surface area of the premises and the activity to be carried out there.
In some occasions, it is not necessary that the plans are endorsed by the College of Architects or Quantity Surveyors.
– Registration of workers and contracts
To hire workers, all you need to do is fill in and submit the Social Security registration form to the Social Security General Treasury. The form is distributed free of charge by this same body.
This form must be signed by the legal representative of the company and by the worker, and a copy of the worker’s identity card must be enclosed. From the date of registration with Social Security, the company will have a period of 10 days to present its employment contract at the National Employment Institute (INEM).
– Legalization of the books required by the mercantile legislation
Depending on the type of company in question, it may or may not be required to reflect its accounting in the so-called accounting books that must be legalized in the Mercantile Registry, subject to payment of the corresponding fee.
The books must have a certain format and are acquired in tobacconists and specialised establishments.