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Company formation in Spain
What is a Sociedad Limitada (S.L.) ?
How long does the full company formation process take ?
Opening the company bank account.
What do I need to do to commence the company formation process ?
Where will the Notary's signing take place ?
When is payment due for the company formation ?
How many shareholders must a Sociedad Limitada (S.L.) have ?
What are the special obligations for a single shareholder company ?
Who has the power of representation of Spanish companies ?
What documents should the shareholders and administrator hold ?
Registered office requirements
This type of company is recommended if you wish to start a small- or medium-sized business in Spain.
1. Obtaining a
certificate from the Mercantile Registry confirming that the company
name you desire is available.
2. Preparation of the company Articles.
3. Organising a Notary's appointment and paying the
Notary's fees.
4. Payment of Stamp Duty.
5. Obtaining a tax code
(CIF) for the company.
7. Deposit of Articles in the Mercantile
Registry and payment of Registry fees.
8. Publication of your company formation in the State
Bulletin (B.O.R.M.E). 9.
Registering your company's business activities for tax and VAT (form
036).
Our current charge for company formation, assuming a signing in Barcelona, is 1,399 Euros plus 16% VAT.
Where will the Notary's signing take place ?
We recommend that the Notary's signing take place in either Barcelona or Madrid. We have a long-established relationship with the gestorias and Notaries that we use in these cities, which will help to ensure a smoother constitution process.
This will not prevent you from having the registered address of your company in a different area of Spain. Our extra charge for this is approximately 200 Euros, to be confirmed once we have agreed a charge with the local gestoria concerned.
Payment is as follows:
- 300 Euros plus 16% VAT on go-ahead.
- The balance on or before the date of the Notary's signing.
Payment is by direct bank transfer, principally to our main bank account in Spain; however we also have local accounts in the UK, France and Italy.
Any number of shareholders
is possible. They may be either individuals or corporate entities.
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What are the special obligations for single shareholder
companies ?
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This power of representation is with the company administrator(s). These are named when the company formation takes place..
The administration of the company can be in the form of:
- Sole
administrator- administrator unico.
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More than one
administrator- administradores
solidarios, where any administrator can represent the
company independently.
- Joint administrators- administradores mancomunados, joint signature is required for the purposes of company representation.
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What documents should the shareholders and administrator hold ?
The company administrator and shareholders should be in possession of a Spanish ID number (NIE).
The Notary's signing can take place while you are waiting to receive your NIE, however this document is necessary to obtain the company tax code (CIF).
An NIE number can be obtained in the following ways:
- From Spanish Consulates or Embassies abroad. This is generally a slow process as the documentation still needs to be sent to Spain for approval before the NIE is granted.
- At the Policia Local / Extranjeria offices in every town and city in Spain. Please let us know your location and we will advise you of the nearest office.
Registered office requirements
It is a legal requirement for your company to have a registered address in Spain. If you do not have a physical office here, we can refer to you to some business centres in Barcelona who provide a registered address service. A basic domiciliation service starts at around 60 Euros plus VAT per month.
To commence, you should make a payment on account of 348 Euros (300 Euros plus 16% VAT), payable by bank transfer. We will provide account details on go-ahead.