Business Law

Business Law

SETTING UP THE COMPANY IN SPAIN

The key to a successful business in Spain is choosing the right commercial enterprise.

Our lawyers will help you to set up successfully the company based on the business of your choice.

The most common forms of enterprises in Spain:

  • Sole Proprietor (empresario individual or autonomo) – This is a simple structure and requires no specific start-up capital. A sole trader must register for tax, VAT and social security. Sole traders are wholly liable.
  • General Partnership (SC) – All partners in a general partnership (sociedad collectiva) have joint and individual liability. The partnership must be entered into the commercial register and be incorporated before a public notary.
  • Limited partnership (SC) – The sociedad commanditariais similar to a sociedad collectiva of general partnership. The sociedad commanditaria must have a minimum of one general partner who is wholly liable, and general partners who are liable up to their individual level of investment. The company must be registered with the commercial registry and incorporated in the presence of a notary.

 

  • Limited liability company (Sociedad de Responsabilidad Limitada (S.L.): – is an autonomous legal entity and its shareholders are not personally liable for any debts. In order to set up a sociedad limitada, share capital of at least €3,000 is required. Articles of corporation must be drafted and notarised, and the company must be registered in the commercial registry (registro mercantil).

The maximum number of shareholders at SL is 50. The capital is to be divided into stakes in the company. Sale of stakes require are subject to restriction and requires notarization.

  • Public Limited Company (Sociedad Anónima (S.A.): – An SA requires start-up capital of €60,000, of which a minimum of 25% must be paid into a bank account when registering the company. There is no maximum number of shareholders for an SA and its shareholders are not personally liable. The shareholders or their representative must sign all necessary documents in front of a notary. The company administrator must hold office for more than six years. Any change of the charter must also be registered. This joint stock company may also be created by one person. The stock of an SA may be floated on the Spanish stock exchange, subject to securities law.
  • Sociedad de Responsabilidad Limitada Nueva Empresa (S.L.N.E.):– Ltd. Company.  The SLNE must have no more than five shareholders. Start-up capital of €3,000 is the minimum required. The business name must contain one of the founders’ names, a registration number, and be suffixed by the letters ‘SLNE’. The establishment of the company can be made either in person or electronically.

Main steps to set up your company in Spain:

  • Obtaining of an NIE (numero de identidad de extranjero) or foreigner´s ID number;
  • Registration of company name: you need to choose three company names in order of priority and register them in the Corporate register in Spain. The response form the register is expected within three – five working days;
  • Opening a company bank account with minimum amount indicated in the Articles of Incorporation
  • Preparation of the Articles of Incorporation defining the main activity of the company with distribution of the shares between the shareholders;
  • Notarization of the Articles of Incorporation and registration in the Commercial Registry and obtaining fiscal number INN (CIF) ant the Tax Office.

Our lawyers will follow whole the process and provide necessary legal assistance at all stages.

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