ICEX-INVEST IN SPAIN

Setting up a business

Corporation (S.A.)

Features:

The minimum capital required to set up a corporation is €60,000. The capital stock must be fully subscribed and at least 25% of the par value of the shares must be paid in. No minimum number of shareholders is needed to incorporate an S.A. The shareholders’ meeting is the ultimate managing body of an S.A., with authority to appoint and remove its directors. The executive managing body of an S.A. is made up of one or more directors, who need not be shareholders or Spanish nationals.

Legal formalities to incorporate an S.A.:

The new corporation in Spain will have to appoint an individual with a Spanish national identity card number as its representative. If the individual is not Spanish, he or she will have to apply for an alien identification number (NIE) as a first step.

 

General steps to incorporate an S.A.:

  • Obtain a clear name search certificate from the Central Mercantile Registry.
  • Granting of powers of attorney for the incorporation, if applicable.
  • Execution by the future shareholders of an agreement of intent to set up the new company.
  • Obtain a Provisional Tax Identification Number (NIF).
  • Open of a bank account.
  • Obtain a certificate of deposit of initial capital.
  • Determination of the administration body.
  • Draft the S.A.'s bylaws.
  • Identification of the economic activity code describing the activity in accordance with the National Classification of Economic Activities (CNAE).
  • Sign the public deed of incorporation before a notary.
  • File a tax return and pay transfer tax (tax exempt pursuant to Royal Decree Law 3/2010).
  • Register the S.A. at the Mercantile Registry.
  • Obtain a Definitive Tax Identification Number (NIF).
  • Register the S.A. at the Mercantile Registry.
  • Declare the foreign investment at the Foreign Investments Registry, which is attached to the Ministry of Industry, Tourism and Trade (for statistical purposes only). 

 

As a general rule, it takes 6 to 8 weeks to incorporate an S.A.

At this point, the S.A. will be legally incorporated, although, before opening for business, the S.A. will have to complete other formalities with the tax and social security authorities, as well as at the Ministry of Labor and the relevant Municipal Council. 

 

Formalities to be completed with the tax authorities: (www.aeat.es)


  Register for the tax on business activities (IAE): a local tax levied on business, professional and artistic activities (companies starting business in Spain are exempt from this tax during their first two tax periods).

When: 10 business days before starting business.

Where to submit documentation: Tax Office pertaining to the place where the business is carried on.

 Register for value added tax purposes (VAT): declaration of commencement, modification, or cessation of business, which must be submitted for tax purposes by traders, professionals and other parties required to pay VAT.

Documents to be submitted: official form 036, national identity card number or employer identification number (for companies) and registration for the tax on business activities.

When: before starting business.

Where: Tax Office pertaining to the tax domicile of the company. 

 

Formalities to be completed with social security authorities: (www.seg-social.es)


  Register as an employer for social security and for occupational accident insurance purposes: any trader who is going to hire employees must register for these purposes before starting business. The trader obtains an employer social security number and takes out an occupational accident policy to cover its employees.

Documents to be submitted: registration form for the company, identification of the individual registering the company and the legal capacity in which he or she does so, employer identification number, deed of formation or relevant certificate of registration.

When: before starting business.

Where: Social Security General Treasury pertaining to the company’s registered office. The directory service of the Office of the Secretary of State for Social Security can be accessed through this link, and provides contact information on social security offices by autonomous community.

 Register for and give notice of new employees for social security purposes: this is done by the employer and is mandatory for all its employees.

Documents to be submitted:

  1.              - Form TA-2

   - Employer: name or business name, contribution account code and applicable social security program.

   - Employee: Name, last names, address and national identity card number, date started work, photocopy of Spanish national health insurance card.

             - Form TA-1 in duplicate, if the employee does not have a Spanish national health insurance card because this is his or her first job (the employee only registers once for his or her entire working life).

             - Form P-1 in triplicate if the employee has dependants. (Electronic Document Submission). To submit documents electronically, it is first necessary to ask the General Social Security Treasury for                        permission to access the EDS system.

When: before the employee starts to work.

Place: General Social Security Treasury pertaining to the registered office of the company. 

 

Formalities to be completed with the Municipal Council:

 

The following formalities must be completed if a premise is going to be opened, construction work is going to be done on it, or there is a change in ownership or type of business.

Obtain an opening license: this evidences the compliance of the planned facilities with the zoning legislation in force and with any applicable technical regulations.

Documents: standard form, photocopy of national identity card number; and taxpayer identification number, photocopy of registration for the tax on business activities, plans of the premises, construction license (license necessary to carry out any kind of construction work on a premises, warehouse or establishment), payment receipt.

When: before starting business.

Where: Zoning Department of the Municipal Council where the business is going to be based.    

 

Formalities to be completed at the Ministry of Labor and Social Affairs: (www.mtas.es)

 

  Notify opening of workplace: notification to the labor authority of the opening of the workplace where the business will be carried on, as well as of the resumption of business following major alterations, expansion or changes in the workplace.

When: 30 days following the opening of the workplace or resumption of business.

Where: Provincial Labor and Social Security Office.

  Obtain and legalize employee registration book and labor inspection visits book: All employers are required to have a visits book so that visiting labor inspectors can record the necessary entries in it, and to keep the employee registration book in order and up to date, by registering all employees when they start to work, in the case of enterprises that have employees.

When: Upon starting business, in the case of the labor inspection visits book; when the enterprise hires employees, in the case of the registration book.

Where: These books are dealt with by the Provincial Labor and Social Affairs Office pertaining to the tax domicile of the company.


Cost of forming a company:

Cost

Amount

Transfer tax

Exempt from Transfer tax in accordance with Royal Decree-Law 3/2010.

Notary’s fee for notarizing the deed of incorporation

  • €90 for the first €6,010

  • Between 0.45% and 0.03% for capital between €6,010 and €6,010,121

  • Over €6,010,121: as agreed by the parties

Fee for registering the S.A. at the Mercantile Registry

  • €6.01 for the first €3,005

  • Between 0.10% and 0.005% for capital over €3,005

  • Total fee cannot exceed €2,181

Opening license

Municipal tax (generally a low amount)

Other expenses (e.g. professional fees)

Difficult to quantify

For example, it would cost approximately €400 in total (without taking into account professional fees) to incorporate an S.A. with an initial capital stock of €100,000.

 

For further information, visit the extended version of our online Guide to Business:

Establishing a business in Spain

Annex I. Company and commercial law

Annex II. The Spanish financial system

Annex III. Accounting and audit issues

 

 


Prepared by:

 


Last updated: 16|09|2015

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