Steps to establish a Limited Company in Spain [2 of 2]

Company formation Spain

Steps to establish a Limited Company in Spain [2 of 2]

….. Read part 1

OTHER THINGS TO TAKE INTO ACCOUNT

If you do not have Spanish ID

Any person who wants to form a company must have a Spanish DNI. In case of being a foreigner and not having a DNI, it will be essential to obtain a foreigner identification number, the so-called NIE. It is important to bear in mind that the NIE is necessary for anyone who wants to be an administrator or partner of the company. In the case of which one of the partners is another company, it must obtain a Spanish Tax ID (NIF).

Obtaining NIE

The NIE can be obtained, basically, in three ways

  1. If you are not in Spain, the simplest and cheapest way is to go to the Consulate General of Spain in your country of residence and apply for the NIE. There you will fill out a form called the Ex15 and pay a small fee. In principle, in about 10-15 days they will send you the NIE by email.
  2. Granting powers to a person in Spain. From your country of origin, a power is prepared for a person in Spain to obtain the NIE in your name. This power must be duly legalized and translated so that it is accepted by the police.
  3. Go personally to the police offices in Spain and obtain the NIE. In this case, a prior appointment must be made at the electronic headquarters of the State Secretariat of Public Administrations (https://sede.administracionespublicas.gob.es/icpplus/index.html) Bear in mind that in certain cities the previous appointments are scarce and they are giving appointments for 1 month. In this case you must also fill in the Ex15 form and pay the corresponding fee.

Obtaining a NIF for a foreign company.

In the event that one of the partners of the new company to be incorporated is a foreign company, it must obtain a Spanish NIF. This NIF is mandatory to identify the foreign company and will be requested by the Notary on the day of the signing of the public deed of incorporation of the new company. In addition, the NIF application form will include a representative in Spain of the foreign company, which can initially be the advisor who processes the NIF. Later, once the new company is constituted, the name of the representative that would become the new incorporated company can be changed.

To obtain the NIF, the foreign company can go to the Tax Agency directly. However, it is highly recommended that the foreign company grant powers that, in addition to empowering someone to attend and sign on the date of incorporation, authorize a person in Spain to request the NIF for the foreign company before the Tax Agency (normally the law firm that is assisting in the constitution of the new company).

The NIF is obtained at the Tax Agency, for which the existence of the foreign company and its representative must be accredited with a current position in the foreign company that empowers it to grant powers to third parties. Both the existence of the foreign company and that of its representative are accredited through a Trade Register certificate of the country of origin duly legalized and translated.

For the process of obtaining the NIF it is not necessary, for the representative of the foreign company that grants powers to sign the new company, to obtain a NIE (unless the representative and proxy are the same person). This is so because it is understood that this person will not have relations with the Spanish administration.

Partners

The partners of a limited company can be people or companies. In the event that a foreign company wishes to establish a company in Spain and is a member, in whole or in part, of the Spanish company, the existence of the foreign company and the validity of the position of the person signing on behalf of it must be proven. In general, this is accredited through a certificate from the Commercial Registry of the country of origin duly legalized and translated.

 

Signature by representative

In case any of the persons can not attend the signing of the deed of incorporation, another person may be empowered to sign on their behalf.

 

OTHER TYPES OF LIMITED COMPANIES

 

Finally I will mention other types of limited companies that can be formed.

 

First of all I mention the

 

Professional Companies

 

The limited professional company, whose abbreviation is SLP, is a type of limited company that provides professional services such as legal services, medical, architecture, etc.

These are companies whose members are professional members who hold the majority of the company’s share capital. Society as such acts as if it were a professional.

In this sense we must bear in mind that companies where professionals join to share expenses or to have a certain image for the client, are not professional companies.

In short, professional societies can only be constituted by professional member of a professional organization..

 

Another company that I wanted to comment on is the

Limited company “nueva empresa”

 

This type of company was initially thought to facilitate and speed up the creation of companies.

 

The main novelty of this company, and which is what I personally do not like, is that the name of the company must be formed by the two surnames and the name of one of the partners followed by a code. This is intended to expedite the process of obtaining the name of the company before the Central Mercantile Register.

 

It is true that the name can be changed later but that would force us to go through the Notary, which is not cheap for this kind of things, and register the name change in the Commercial Register, which is not cheap either.

 

The other characteristics of the this limited company are very similar to limited companies, that is, you must deposit the capital of 3000 euros, you must go to the Notary to sign the deed of incorporation and you must register the deed in the Mercantile Registry.

 

Honestly, I do not see the advantage in using this type of company.

 

Limited company of successive formation

 

This new type of company was created in the “Law to support entrepreneurs and their internationalization”.

 

It is a company that can be established without the need to provide the minimum capital of 3000 euros. The capital will be formed successively as the company has profits.

 

This type of companies are identical to the normal limited companies except for the following:

 

  • The allocation of the legal reserve is always 20%
  • The distribution of dividends is prohibited until the net equity reaches the minimum capital required in the limited companies.
  • The annual remuneration of members is limited, which may not exceed 20% of the net assets, except that they have a salary as employees of the company.
  • The partners and administrators are jointly and severally liable for the 3,000 euros not deposited until all the capital has been formed.

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