INTERES Invest in Spain
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News
25|04|2008
Zürich Financial Services Group invests in Spain: cooperation with Caixa Sabadell
The group from Zürich has purchased 50% of the general and life insurance companies of Caixa Sabadell
21|04|2008
Turkish Steel company Noksel sets up in Lorca
Noksel has chosen Spain, one of its main markets, for the location of a steel pipe factory
FAQ's
Establishing a Business
- What is the procedure for establishing a company in Spain?
- Does the NIE entitle you to live and work in Spain?
- How do you apply for the NIE?
- Which is better, a S.A. or S.L.?
- Branch or subsidiary?
- How long would it take to create my company in Spain?
- How much would it cost to create a S.L.?
- Do you have lists of lawyers who could help us form our company?
- What are the legal forms under which a company or establishment can be formed in Spain?
1. What is the procedure for establishing a company in Spain?
1. Obtain a Foreigner’s Identification Number [Número de Identificación de Extranjeros – NIE] by the foreigners forming part of the Board of Directors (www.mir.es)
2. Obtain a certificate confirming that the business name is not registered in the Central Companies Registry (www.rmc.es)
3. Certificate of Capital Deposit
4. Drafting of the business' articles of association and deed of incorporation before a Notary Public
5. Application for a Taxpayer’s Identification Code [Código de Identificación Fiscal – CIF] (Tax office corresponding to company’s registered office address, www.aeat.es)
6. Payment of Capital Transfer Tax and Stamp Duty [Impuesto de Transmisiones Patrimoniales y Actos Jurídicos Documentados] (Tax office corresponding to company’s registered office address, www.aeat.es)
7. Registration in the Companies Registry
8. Declaration of Foreign Investment in the Register of Foreign Investments (www.mityc.es)
9. Registration for the purposes of tax on economic activities [impuesto de actividades económicas - IAE] (Tax office corresponding to company’s registered office address, www.aeat.es)
10. Registration for the purposes of value added tax [impuesto sobre el valor añadido – IVA] (Tax office corresponding to company’s registered office address, www.aeat.es)
11. Registration for the purposes of Social Security and occupational accidents (corresponding General Social Security Treasury, www.seg-social.es)
12. Registration and affiliation of employees in Social Security system (General Social Security Treasury)
13. Opening Licence (Town Planning department of corresponding municipal authority)
14. Notice of opening of workplace (Provincial Employment and Social Security Office; www.mtas.es)
15. Obtain and legalize the registration book and visitors’ book (Provincial Office of the Ministry of Employment and Social Affairs)
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top2. Does the NIE entitle you to live and work in Spain?
No, the NIE is merely a foreigner’s identification number which is requested by the Spanish tax authorities before they give the business a tax identification code. If a company or a subsidiary is going to be established in Spain, a natural person who has a Spanish identification number will have to be appointed as representative or attorney. In the event that this person is not from Spain, he/she will have to apply for the NIE.
If you are going to live and work in Spain and you are not an EU citizen, you will need to apply for a residence and work permit.
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3. How do you apply for the NIE?
Documentation needed:
- Standard application form (www.mir.es)
- Original ID document or passport and a photocopy of it
- Documentation that shows the reasons that justify the application for the NIE
You can apply for the NIE directly in Spain, at the government’s offices and sub-offices and through its services and offices for foreigners or at the Spanish diplomatic representations or consular offices in the country where you live.
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What are the legal forms under which a company or establishment can be formed in Spain?
The two most common forms of companies in Spain are the Sociedad Anónima (S.A.) (public limited company] and the Sociedad Limitada (S.L.) [private limited company]. The procedures to forming them are similar.
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top4. Which is better, a S.A. or S.L.?
In general terms one can say that the Sociedad Limitada is used:
• When the intention is to incorporate a company with a capital of less than €60,102.
• If the company is not going to have a large number of members.
• If the wish is to limit the company’s operating costs.
A Sociedad Anónima tends to be formed:
• If the intention is to pursue an activity that is restricted by law to public limited companies (banking, pharmaceuticals, pension fund management, leasing, insurance, amongst others).
• If a great deal of capital movement is envisaged.
• If as a partner, who is not going to participate in the company’s management, the wish is to have a special formal standard when it comes to carrying out corporate acts that may have a significant repercussion on the investment (for example, merger, transformation, winding up, convening of the General Meeting, reduction of capital, non-cash contributions, etc.)
We recommend to consult with an expert before making a decision on this matter.
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top5. Branch or subsidiary?
A branch has no legal personality of its own, it is dependent on its parent. A branch does not require any minimum allocation. It may be of interest if the parent wishes to exercise greater control over its activity. As an independent legal personality, the subsidiary tends to act with greater flexibility and to share the risk with its parent.
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6. How long would it take to create my company in Spain?
The estimate is 6 to 8 weeks for a S.A. and 3 weeks for a S.L., provided that all the documentation is correctly submitted.
top7. How much would it cost to create a S.L.?
The share capital (€3,006), plus the fees of the notary public, taxes and licences should not exceed 5,000 euros.
top8. Do you have lists of lawyers who could help us form our company?
We have a list of lawyers broken down by size of the firm and knowledge of business sectors, languages and/or knowledge of foreign legal systems.
Each region has at least one Lawyers’ Association [Colegio de Abogados] which has a list of the firms in its territory. If you have decided the region where you will establish your business, please contact us and ask us for the address of the Lawyers’ Association that interests you.
It is also common to use an agent [gestor] to create a company in Spain. See the website www.gestores.net where you can choose your agent by reference to province and speciality.
It is also possible to handle the whole process directly, without a professional adviser, although it is likely to take longer if you opt for this alternative.
Incentives and grants
9. What are the legal forms under which a company or establishment can be formed in Spain?
The two most common forms of companies in
