Guide to business in Spain Guía de negocios en España

INVEST IN SPAIN

8. Other alternatives for investing in Spain


8. OTHER ALTERNATIVES FOR INVESTING IN SPAIN

8.1. Acquisition of shares of an existing corporation or of a limited liability company with a sale and purchase

The following table summarizes the fundamental legal steps involved in the acquisition of shares of an existing corporation or limited liability company:

Table 15

fundamental legal steps involved in the acquisition of shares of an existing corporation or limited liability company

Formality

S.A.

S.L.

Attestation by public authenticating officer

Necessary where required by the bylaws or where so agreed by the parties. On the other hand, the granting of a public document shall grant effectiveness before third parties.

Always required.

Documentation to be provided to the notary

Title to the shares being transferred.

Powers of attorney, as the case may be, to appear in the name of the buyer or seller, as appropriate.

If the powers of attorney were granted abroad, they must be duly legalized (See requirement 5 under section 4 above).

N.I.E./N.I.F. or Spanish national identity card of the buyer and the seller (see section 3 above).

Declaration by the beneficial owner, from both the buyer and the seller, if legal entities: a notarial document containing representations by the beneficial owner may be provided or a declaration made in the deed itself (see requirement 4 under section 4 above).

Documentary evidence of payment and how the payment was made (specifically, if the price was received before execution of the deed, the amount and whether it was paid by check or any other money transfer document, or by bank transfer).

Subsequent declaration of the investment to the D.G.C.I.

File of the form D-1A before the Ministry of Economy and Competitiveness.

In some cases, prior declaration is required (see Chapter 1, section 8 for further information).

Payment of transfer tax and stamp tax under the "transfers for consideration" heading

See Chapter 3.

Costs

Depending on the Spanish public authority before which the acquisition is made:

  • Notary fee: the scale applicable for the formation of a branch is also applicable here.
  • Fee of Spanish Consul abroad: the fee will be determined in the legislation in force on notarial fees.

Guide to business in Spain

Establishing a business in Spain

32

ICEX - Gobierno de España - Ministerio de Economía y competitividad
Elaborado por Garrigues - Abogados y Asesores Tributarios
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