ICEX-INVEST IN SPAIN

Other immigration information

Operating via a company without residence in Spain

IMPORTANT: See information about residence and work permits for qualified immigration and investors of the Residence Programme. Entrepreneurs Law
This section describes the requirements and procedures for a foreign investor to acquire or incorporate a Spanish company whose shareholders have limited liability. The main forms of companies whose shareholders have limited liability under Spanish law are sociedad anónima (S.A.) (public limited company) and sociedad de responsabilidad limitada (S.L.) (private limited liability company).

In the case of shares bought in listed companies, foreigners are exempt from the obligation to obtain a tax identification number in advance.


 

 

Holding in an already incorporated Spanish company (holding below 100%)
 

Foreign company (entity) that buys shares in a Spanish company

A foreign company wishing to acquire shares in an already incorporated Spanish company must apply for a tax identification number (Spanish acronym NIF) from the Spanish tax authorities before the acquisition.

Tax Authorities requires the individual granting the power of attorney to have the relevant NIE (Tax Identification Number) for non-residents. In the event this individual does not have the corresponding NIE, the Tax Authorities may grant a provisional NIE by filing the application form number 030 jointly with a photocopy of his/her Passport.

A legal representative of the company must sign the NIF application; if the representative is not a legal resident in Spain (Spaniard or foreigner with residence permit), he or she must first obtain a foreigner identification number (Spanish acronym NIE) as a non-resident.

Foreign companies wishing to grant powers to a legal resident in Spain (see model here), so he or she can complete this procedure, can avail of a wide range of professionals (agencies and law firms) providing the service. INVEST IN SPAIN can provide you with a list of professionals.

After the powers of attorney have been granted, the attorney-in-fact must sign the declaration for tax-roll purposes (Form 036), which must be submitted in person to the Spanish tax authorities (location of AEAT offices/delegations), together with the following documents:

  • Declaration for tax-roll purposes (Form 036) signed by the attorney-in-fact of the foreign company applying for a NIF.
  • Power of attorney granted by the authorised attorney-in-fact of the non-resident entity, executed before a notary public and authenticated or apostilled with The Hague Convention (see “Authentication and translation”), appointing a legally resident individual or a non-resident individual with a NIE as representative of the non-resident entity to obtain the NIF.
  • Attorney-in-fact's national identity document/residence card for foreigners.
  • Application form number 030 in order to obtain a provisional NIE for the individual granting the power of attorney for the purposes of obtaining the NIF for the foreign Company.

Document certifying the existence of the foreign entity (where applicable, authenticated with an official translation into Spanish): (i)the company’s deed of incorporation in the applicant’s country and the company by-laws filed with an official registry in the applicant’s country, (ii) or a certificate issued by a notary public or the tax authorities certifying the company's existence. These documentation shall be legalized or apostilled with the Hague Convention.

The tax authorities will issue the identification number immediately.

Once the foreign company has been registered with the tax authorities, the acquisition can be carried out.

The acquisition must be placed on public record before a Spanish notary public. The foreign company’s legal representative or a person with specific powers for placing the acquisition on public record must appear before the notary public. The mentioned power must be granted before a notary public and must be authenticated and, if it is not executed in Spanish, an official translation will be required.

To execute the deed of sale, the buyer’s and seller’s authorised representatives must appear before a Spanish notary public to execute the sale of shares in the company, where the buyer must submit the following documents:

  • Original powers of attorney (as applicable).
  • Certificate of the company's existence showing the current post of the legal representative, authenticated and officially translated into Spanish.
  • Original identity documents (national identity document or passport, and NIE and residence card for foreigners) of the foreign company's attorney-in-fact or representative.
  • Completed declaration of foreign investment (Form D-1A). Although merely informative, this document must be submitted to the Foreign Investments Registry of the Ministry of Economic Affairs and Competitiveness within one month of the new company’s incorporation date. A notary public can carry this out, if so asked. (Form D-1A, available via download from Aforix at the following link: Aforix).

The buyer or its authorised representative or attorney in fact must pay the purchase price of the shares by cheque when the document is signed, unless the payment has been made by bank transfer before the public deed of purchase is executed.

If the legal representative or the attorney-in-fact granted specific powers for placing the acquisition on public record is not a resident of Spain, he or she must obtain a NIE before appearing before a notary public.

To obtain a foreigner’s identification number, the foreign citizen who is not a legal resident in Spain must either appear before the Spanish consulate in his/her country of residence or apply for it at the relevant Police Station/"Oficina de Extranjería" (Provincial Immigration Office). The relevant office will be located close to where the company is located or provides its services, e.g. the company headquarters. The application for the NIE can be submitted either in person or by a legal representative. Representatives must have a power of attorney authorizing them to act on behalf of the foreigner in obtaining their NIE.

Documentation:
- Standard application form. Download Form EX15.
- Identity document or passport and a copy.
- Communication of the financial, professional and social reasons for the application.
 

If a representative submits application, also:
- Power of attorney executed before a notary public, translated and authenticated, appointing a representative to obtain the NIE.
- Copy of the passport certified by a notary public, and authenticated.

Also, if the acquisition of the shares implies a change of the governing body of the Spanish company, and the new directors or board members are not legal residents in Spain, each of these must obtain a NIE. Once the NIE has been obtained, Form 030 must be submitted to the tax authorities to inform them of the NIE, along with a photocopy of both the passport and the NIE.

If the directors or board members of the new company will receive remuneration for their work, they must request a residence and work permit.

In general, buying shares in a company does not lead to tax obligations in Spain, i.e., VAT, transfer tax and stamp duty (Spanish acronym: ITP/AJD).

Foreign citizen (individual) that buys shares in a Spanish company

A foreign citizen wishing to acquire shares in a Spanish company must obtain a NIE before the acquisition.

To obtain a NIE, a foreign citizen who is not a legal resident in Spain must appear in person before the Spanish consulate in his or her country of residence or apply for it at the relevant Police Station/”Oficina de Extranjería” (Provincial Immigration Office) or have a legal representative act on his or her behalf to submit the application. The relevant immigration office will be located close to where the company is located or provides its services e.g., the company headquarters. Representatives must have a power of attorney authorising them to act on behalf of the foreigner to obtain the NIE.

Documentation:
- Standard application form. Download Form EX15.
- Identity document or passport and a copy.
- Communication of the financial, professional and social reasons for the application.
 

If a representative submits the application, also:
- Power of attorney executed before a notary public, translated and authenticated, appointing a representative to obtain the NIE.
- Copy of the passport certified by a notary public and authenticated.

Also, if the acquisition of the shares implies a change in the governing body of the Spanish company, and the new directors or board members are not legal residents in Spain, each of these must obtain a NIE (see“Foreigner Identification Number and Residence Card for Foreigners”).

Once the NIE has been obtained, Form 030 must be submitted to the tax authorities to inform them of the NIE, along with a photocopy of both your passport and your NIE.

The acquisition must be placed on public record before a Spanish notary public. The foreign citizen or an attorney-in-fact with specific powers for placing the acquisition on public record must appear before the notary public. The mentioned power must be granted before a notary public and must be authenticated and, if it is not executed in Spanish, an official translation will be required (see “Authentication and translation”).

To execute the deed of sale, the buyer and the seller must appear before a Spanish notary public to execute the sale of shares in the company, where the buyer must submit the following documents:

i. Original powers of attorney (as applicable).

ii. Original identity documents (national identity document or passport, and NIE or residence card for foreigners) of the foreign citizen or his or her attorney-in-fact (as applicable).

iii. Completed declaration of foreign investment (Form D-1A). Although merely informative, this document must be submitted to the Foreign Investments Registry of the Ministry of Economic Affairs and Competitiveness within one month of the new company’s incorporation date. A notary public can carry this out, if thus requested. (Form D-1A, available via download from Aforix at the following link: Aforix).

If the directors or board members of the new company will receive remuneration for their work, they must apply for a residence and work permit.

In general, buying shares in a company does not lead to tax obligations in Spain, i.e., VAT, transfer tax and stamp duty (Spanish acronym: ITP/AJD).

Incorporating a new company (incorporation ex novo)

If the shareholder of the new company is an individual

A foreign citizen wishing to incorporate a Spanish company must obtain a NIE before incorporating the company before a notary public.

To obtain a NIE, a foreign citizen who is not a legal resident in Spain must appear in person before the Spanish consulate in his or her country of residence or apply for it at the relevant Police Station/"Oficina de Extranjería" (Provincial Immigration Office), or have a legal representative act on his or her behalf to submit the application. The relevant immigration office will be located close to where the company is located or provides its services", e.g., the company headquarters. Representatives must have a power of attorney authorising them to act on behalf of the foreigner to obtain the NIE.

Documentation:
- Standard application form. Download Form EX15.
- Identity document or passport and a copy.
- Communication of the financial, professional and social reasons for the application.
 

If a representative submits the application, also:
- Power of attorney executed before a notary public, translated and authenticated, appointing a representative to obtain the NIE.
- Copy of the passport certified by a notary public and authenticated.
 

Once the NIE has been obtained, Form 030 must be submitted to the tax authorities to inform them of the NIE, along with a photocopy of both your passport and your NIE.

Once the tax authorities have been notified, a foreign citizen can appear before a notary public to place the company’s deed of incorporation on public record and must submit the following documents:

i. The company by-laws, with the minimum content required under Spanish law (Corporation By-laws, Limited Liability Company By-laws).

ii. A certificate of availability of the company name for registration issued by the Central Commercial Registry.

iii. In the case of cash contributions, a deposit receipt issued by the bank certifying the payment of the initial contributions (or, where applicable, the corresponding amount in cash).

iv.If the foreign citizen incorporating the company does not appear before a notary public in person, the original power of attorney he or she granted to his or her representative must be provided, authenticated and with an official translation.

v. Original identity documents (national identity document or passport, and NIE or residence card for foreigners) of the individuals incorporating the new company.

vi. Completed declaration of foreign investment. Although merely informative, this document must be submitted to the Foreign Investments Registry of the Ministry of Economic Affairs and Competitiveness within one month of the new company’s incorporation date. A notary public can carry this out, if thus requested. (Form D-1A, available via download from Aforix at the following link: Aforix).

Once the deed of incorporation has been placed on public record, the company must apply for the NIF (provisional card, company "being incorporated") and for registration on the tax register of business persons.

Following this, tax on corporate transactions will be settled (as exempt) with the corresponding office of the autonomous region where the company has its registered office.

To obtain the final NIF, i.e., showing the company's name without the classification "being incorporated," the company must file its deed of incorporation with the provincial commercial registry and apply again to the corresponding tax office for the final NIF, using Form 036.

If the new company’s directors or board members will receive remuneration for their work, they must apply for a residence and work permit.

If the shareholder of the new company is an entity

 

A foreign company wishing to incorporate a Spanish company must obtain a NIF before incorporating the company before a notary public.

A legal representative of the company must sign the NIF application; if the legal representative is not a legal resident in Spain (Spaniard or foreigner with residence permit), he or she must first obtain a NIE as a non-resident.

Foreign companies wishing to grant powers to a legal resident in Spain, so he or she can complete this procedure, can avail of a wide range of professionals (agencies and law firms) providing the service. INVEST IN SPAIN can provide you with a list of professionals.

Once the powers have been granted, the foreign company's legal representative/attorney-in-fact must sign the declaration for tax-roll purposes (Form 036), which must be submitted in person to the tax authorities, together with the following documents:

  • Declaration for tax-roll purposes (Form 036) signed by the attorney-in-fact of the foreign company applying for the NIF.
  • Power of attorney granted by the authorised representative or attorney-in-fact of the non-resident entity, executed before a notary public and authenticated, appointing a legally resident individual as the representative of the non-resident entity to obtain the NIF. (See “Authentication and translation”).
  • Attorney-in-fact's national identity document or residence card for foreigners.
  • Document certifying the existence of the foreign entity (where applicable, authenticated with an official translation into Spanish): (i) the company’s deed of incorporation in the applicant’s country and the company by-laws filed with an official registry in the applicant’s country, (ii) or a certificate issued by a notary public or the tax authorities certifying the company's existence.

The tax authorities will issue the identification number immediately.

Once the foreign company has been registered with the tax authorities, it can incorporate the Spanish company.

The incorporation must be placed on public record before a Spanish notary public. The foreign company’s legal representative or a person with specific powers for placing the incorporation on public record must appear before the notary public. If the legal representative or the person with specific powers for placing the incorporation on public record is not a citizen with legal residence in Spain, he or she must obtain a NIE before appearing before the notary public.

To obtain a NIE, a foreign citizen who is not a legal resident in Spain must appear in person before the Spanish consulate in his or her country of residence or apply for it at the relevant Police Station/"Oficina de Extranjería" (Provincial Immigration Office), or have a legal representative act on his or her behalf to submit the application. The relevant immigration office will be located close to where the company is located or provides its e.g., the company headquarters. Representatives must have a power of attorney authorising them to act on behalf of the foreigner to obtain the NIE.

Documentation:
- Standard application form. Download Form EX15.
- Identity document or passport and a copy.
- Communication of the financial, professional and social reasons for the application.

If a representative submits the application, also:
- Power of attorney executed before a notary public, translated and authenticated, appointing a representative to obtain the NIE.
- Copy of the passport certified by a notary public and authenticated.

After the tax authorities have been notified of the NIE, a foreign citizen can appear before a notary public to place the company’s deed of incorporation on public record. For this purpose, the following documents must be submitted:

i. The company by-laws, with the minimum content required under Spanish law (Corporation By-laws, Limited Liability Company By-laws).

ii. A certificate of availability of the company name for registration issued by the Central Commercial Registry.

iii. In the case of cash contributions, a deposit receipt issued by the bank certifying the payment of the initial contributions (or, where applicable, the corresponding amount in cash).

iv. If the foreign citizen incorporating the company does not appear before the notary public in person, the original power of attorney he or she granted to his or her representative must be provided, together with the corresponding apostille and an official translation.

v. Original identity documents (national identity document or passport, and NIE or residence card for foreigners) of the individuals incorporating the new company.

vi. Completed declaration of foreign investment. Although merely informative, this document must be submitted to the Foreign Investments Registry of the Ministry of Economic Affairs and Competitiveness within one month from the new company’s incorporation date. The notary public can carry this out, if thus requested. (Form D-1A, available via download from Aforix at the following link: Aforix).

Once the deed of incorporation has been placed on public record, the company must apply for the NIF (provisional card, company "under incorporation"), and for registration on the tax register of business persons.

Following this, tax on corporate transactions will be settled (as exempt) with the corresponding office of the autonomous region where the company has its registered office. The time limit for paying this tax is usually one month from the execution date, but this may vary according to the legislation of each autonomous region.

Next the company must file the deed of incorporation with the provincial commercial registry and, once it has been filed, the company must apply for the final tax identification number card indicating the company's name without the wording "under incorporation" appearing after the name. Companies can request the final tax identification number from the tax authorities by submitting Form 036.

If the new company’s directors or board members will receive remuneration for their work, they must apply for a residence and work permit.

Acquiring an existing Spanish company (shelf company)

Foreign company (entity) buying a Spanish company

A foreign company wishing to acquire an incorporated Spanish company must apply to the Spanish tax authorities for a NIE before acquisition.

A legal representative of the company must sign the NIF application; if the legal representative is not a legal resident in Spain (Spaniard or foreigner with residence permit), he or she must first apply for a NIE as a non-resident.

Foreign companies wishing to grant powers to a legal resident in Spain, so he or she can complete this procedure, can avail of a wide range of professionals (agencies and law firms) providing the service. INVEST IN SPAIN can provide you with a list of professionals.

Once the powers of attorney have been granted, the attorney-in-fact must sign the declaration for tax-roll purposes (Form 036), which must be submitted in person to the Spanish tax authorities (addresses of the AEAT offices/delegations), together with the following documents:

  • Declaration for tax-roll purposes (Form 036) signed by the attorney-in-fact of the foreign company applying for the NIF.
  • Power of attorney granted by the authorised attorney-in-fact of the non-resident entity, executed before a notary public and authenticated, appointing a legally resident individual as representative of the non-resident entity to obtain the NIF.
  • Attorney-in-fact's national identity document or foreigner residence card.
  • Document certifying the existence of the foreign entity (where applicable, with an official translation into Spanish and authenticated with The Hague Apostille): (i) the company’s deed of incorporation in the applicant’s country and the company by-laws filed with an official registry in the applicant’s country, (ii) or a certificate issued by a notary public or the tax authorities certifying the company's existence.

The tax authorities issue the identification number immediately.

Once the foreign company has been registered with the tax authorities, the acquisition can be carried out.

The acquisition must be placed on public record before a Spanish notary public. The foreign company’s legal representative or a person with specific powers for placing the acquisition on public record must appear before the notary public. The mentioned power must be granted before a notary public and must be authenticated and, if it is not executed in Spanish, an official translation will be required.

To execute the deed of sale, the buyer’s and seller’s authorised attorneys-in-fact must appear before a Spanish notary public to execute the sale of the company and the modification of the following items:

- Sole shareholder
- Governing body
- Director
- Corporate purpose
- Registered office

To execute the deed of sale, the buyer must provide the following documents:

  • Original powers of attorney (as applicable).
  • Certificate of the company's existence certifying that the post of the legal representative is currently held, authenticated and officially translated by a sworn translator.
  • Original identity documents (national identity documents or passport, and foreigner identification number or residence card for foreigners) of the foreign company's attorney-in-fact or representative.
  • Completed declaration of foreign investment (Form D-1A). Although merely informative, this document must be submitted to the Foreign Investments Registry of the Ministry of Economic Affairs and Competitiveness within one month from the new company’s incorporation date. The notary public can carry this out, if thus requested. (Form D-1A, available via download from Aforix at the following link: Aforix).

The buyer or its attorney-in-fact must pay the purchase price of the company by cheque when the document is signed, unless the payment has been made by bank transfer before the public deed is executed.

If the legal representative or the attorney-in-fact granted specific powers for placing the acquisition on public record is not a resident of Spain he or she must apply for a NIE before appearing before a notary public.

To obtain a NIE, a foreign citizen who is not a legal resident in Spain must appear in person before the Spanish consulate in his or her country of residence or apply for it at the relevant Police Station/"Oficina de Extranjería" (Provincial Immigration Office), or have a legal representative act on his or her behalf to submit the application. The relevant immigration office will be located close to where the company is located or provides its services, e.g., the company headquarters. Representatives must have a power of attorney authorising them to act on behalf of the foreigner to obtain the NIE.

Documentation:
- Standard application form. Download Form EX15.
- Identity document or passport and a copy.
- Communication of the financial, professional and social reasons for the application.

If a representative submits the application, also:
- Power of attorney executed before a notary public, translated and authenticated, appointing a representative to obtain the NIE.
- Copy of the passport certified by a notary public and authenticated.

If the acquisition of the company involves a change of the company’s governing body, and the new directors or board members are not legal residents in Spain, the latter must apply for individual NIEs, which must be notified to the tax authorities by submitting Form 030, and photocopies of passports and of the NIE.

If the new company’s directors or board members will receive remuneration for their work, they must request a residence and work permit.

Foreign citizen (individual) buying a Spanish company

A foreign citizen wishing to acquire a Spanish company must obtain a NIE before the acquisition.

To obtain a NIE, a foreign citizen who is not a legal resident in Spain must appear in person before the Spanish consulate in his or her country of residence or apply for it at the relevant Police Station/"Oficina de Extranjería" (Provincial Immigration Office), or have a legal representative act on his or her behalf to submit the application. The relevant office will be located close to where the company is located or provides its services, e.g., the company headquarters. Representatives must have a power of attorney authorising them to act on behalf of the foreigner to obtain the NIE.

Documentation:
- Standard application form. Download Form EX15.
- Identity document or passport and a copy.
- Communication of the financial, professional and social reasons for the application.

If a representative submits the application, also:
- Power of attorney executed before a notary public, translated and authenticated, appointing a representative to obtain the NIE.
- Copy of the passport certified by a notary public and authenticated.

If the acquisition of the company involves a change in its governing body, and the new directors or board members are not legal residents in Spain these must apply for individual NIEs (See “Foreigner Identification Number and Residence Card for Foreigners”).

Once the NIE has been obtained, Form 030 must be submitted to the tax authorities to inform them of the NIE, along with photocopies of the passport and the NIE.

The acquisition must be placed on public record before a Spanish notary public, and the foreign citizen or his or her attorney-in-fact with specific powers for placing the acquisition on public record must appear the notary public. The mentioned power must be granted before a notary public and it must be authenticated and, if it is not executed in Spanish, an official translation will be required. (See “Authentication and translation”).

To execute the deed of sale, the buyer’s and seller’s authorised attorneys-in-fact must appear before a Spanish notary public to execute the sale of the company and the modification of the following items:

- Sole shareholder
- Governing body
- Director
- Corporate purpose
- Registered office

To execute the deed of sale, the buyer must provide the following documents:

i. Original powers of attorney (as applicable).

ii. Original identity documents (national identity document or passport, and foreigner identification number or residence card for foreigners) of the foreign citizen or attorney-in-fact (as applicable).

iii. Completed declaration of foreign investment (Form D-1A). Albeit merely informative, this document must be submitted to the Foreign Investments Registry of the Ministry of Economic Affairs and Competitiveness within one month of the new company’s incorporation. The notary public may carry this out, if thus requested. (Form D-1A, available via download from Aforix at the following link: Aforix).

If the new company’s directors or board members will receive remuneration for their work, they must apply for a residence and work permit .

Representative office

A foreign company wishing to set up a representative office in Spain must appoint a tax representative in Spain.

The tax representative can be an individual or an entity and must have legal residence in Spain.

The tax representative must be appointed before a notary public. If the notary public is not Spanish, the document stating the appointment must be translated and authenticated (see “Authentication and translation”). The tax representative must explicitly accept the appointment.

After the appointment, the tax representative must apply for a tax identification number for the representative office.

Accordingly, the foreign company's tax representative must sign the declaration for tax-roll purposes (Form 036) and submit it in person to the tax authorities, together with the following documents:

  • Declaration for tax-roll purposes (Form 036) signed by the tax representative.
  • Document stating the appointment of the tax representative executed before a notary public, authenticated and translated by an official translator.
  • Tax representative's national identity document or residence card for foreigners or foreigner identification number. If the document stating appointment of the tax representative does not include evidence of the existence of the foreign entity, a document certifying that existence (where applicable, authenticated and with an official translation into Spanish) is required: (i) the deed of incorporation in the country of residence and the company by-laws filed with an official registry in the country of residence, or (ii) a certificate issued by a notary public or the tax authorities certifying the company's existence.

The tax authorities issue the identification number immediately.

Once the representative office has been registered with the tax authorities, the company may start to operate.

Branch office

The foreign company's governing bodies must pass a resolution approving the creation of a branch office in Spain and appoint a legal representative who must be a legal resident in Spain.

The resolution for the creation of a branch office and the appointment of the legal representative, together with the foreign company's by-laws, must be authenticated and translated by an official translator. (See“Authentication and translation”).

If it is decided that the branch office is to receive a financial contribution, the share capital the parent company establishes must be paid into a Spanish bank.

Then, the legal representative can sign the public deed of incorporation before a Spanish notary public, for which the following will be required:

  • The resolution creating the branch office.
  • The company by-laws.
  • A document certifying the payment of the share capital into the bank.
  • The power of attorney.
  • The legal representative's national identity document or residence card for foreigners.
  • Certificate of availability of the company name for registration.

Once the deed of incorporation has been placed on public record, the legal representative may request a tax identification number for the branch office from the tax authorities, submitting the following documents:

  • Declaration for tax-roll purposes (Form 036) signed by an individual authorised by the parent company.
  • Legal representative's national identity document or residence card for foreigners.
  • Deed of incorporation.

The tax authorities issue a provisional tax identification number immediately.

Next, the deed of incorporation must be submitted to the directorate general of taxes of the autonomous region where the branch office has its registered office.

Finally, the branch office’s deed of incorporation must be filed with the provincial commercial registry and, subsequently, an application must be submitted for the definitive tax identification number card, which will contain the branch office's name without the statement "being incorporated" after the name. The definitive tax identification number is requested from the tax authorities by submitting Form 036.


Prepared by:


Last updated: 06|11|2015

Contact us
91 503 58 08


Búsqueda de ayudas e incentivos

The best information by region, by sector and daily updated. No registration needed!

Search now


ICEX-INVEST IN SPAIN
Paseo de la Castellana 278, 2nd Floor 28046 Madrid SPAIN
T (+34) 91 503 5800
investinspain@investinspain.org
www.investinspain.org

Home | Legal warning | Site Map | Accessibility

INVEST IN SPAIN - Paseo de la Castellana, 278 - 28046 Madrid

Level Double-A conformance icon, W3C-WAI Web Content Accessibility Guidelines 1.0

2015 ICEX - Invest in Spain