Steps to establish a Limited Company in Spain [1 of 2]

Company formation Spain

Steps to establish a Limited Company in Spain [1 of 2]

Do you want to start your own business in Spain? Do you need to create a Limited Company for your business?

 

These are the steps to follow:

CHOOSE AND OBTAIN NAME OF THE COMPANY

The company we are going to create must have a unique name, a name that no other company has. To avoid that two companies have the same name, there is a registry, Central Mercantile Registry, in which all existing companies are listed and to which we must ask if the name we want is free.

To do this, an application must be made on the web page of the Central Mercantile Register, where we will include five possible names for our company, sorted by order of preference. In addition, they will ask us for the name of one of the founding partners.

This is the link https://www.rmc.es/privado/CertificacionesDenominaciones.aspx

 

CONTRIBUTION OF INITIAL SOCIAL CAPITAL

For the incorporation of the company, it is necessary that one or several persons contribute an initial patrimony to the company so that it can develop its activity. This patrimony can be both in money and in goods. In exchange for these contributions, the partners receive social shares of the company in proportion to what was contributed.

Given that the contribution of social capital can be both goods and rights, it must be economically valuable to be able to allocate the shares correctly. The contribution as social capital of personal work is not allowed.

Monetary contributions

The monetary contributions are those made through the delivery of money. In principle the monetary contribution must be in euros, although it may be in another foreign currency for which it will be necessary to assess its equivalence in Euro taking into account its official exchange published by the European Central Bank at the date of the deed of the company.

The social capital must be deposited in a bank. The bank will open a provisional account in the name of the company in constitution, after verification of the name of the company through the corporate name certificate of the Central Mercantile Registry. Once the share capital has been deposited, the bank will issue a certificate in which the capital account is credited.

To justify the contributions that have been made, the Notary will request, on the day of the signing of the deed of incorporation, the certificate of the bank in which the share capital has been deposited.

In case the certificate is not available, there is the possibility of delivering the money in cash to the Notary, who will open a bank account in the name of the company and deposit the money.

Non-monetary contributions

Non-monetary contributions are those that are not money and can be valued economically. The assets have to be valued and described in the articles of incorporation.

Furniture and real estate: it is not necessary that the contribution of movable or immovable assets is related to the activity of the company. Mortgaged real estate can be provided, although it must be taken into account at the time of valuation.

Credits: credits can be provided, although the contributor responds to the reality of the credit and the solvency of the debtors.

Company or establishment: a company or establishment can be provided for which a valuated inventory will be carried out that will be included in the articles of incorporation.

Other contributions: patents, trademarks, commercial names, industrial property rights, leasing of business premises, shares or social participations, bills of exchange, etc. may also be provided as social capital.

SIGNATURE OF THE CONSTITUTION OF THE COMPANY WITH THE NOTARY

Once we are clear about the way in which the social capital is going to be contributed, we must go to the Notary to sign the deed of incorporation by the partners.

Necessary documents

The documents to be submitted will depend on whether the partner is an individual or a company

In all cases

  • Certificate of the Central Mercantile Registry that proves the reservation of the name of the company.
  • Certificate of the bank that proves the deposit of the social capital (not necessary in case the contributions are non-monetary).
  • Identity documents of the persons who sign (DNI or Spanish Foreigner ID (NIE) and passport in case of foreigners)

In the case of foreign partners or administrators

  • Power of the person signing on behalf of the foreign company.
  • NIE of who will be administrator of the Spanish company.
  • Spanish tax ID (NIF) of the foreign company that is going to be a member of the Spanish company.
  • Certificate of existence of the foreign company.
  • Certificate of validity of positions of the foreign company.
  • Passport of the beneficial owner of the Spanish company.

 

REGISTRATION OF DEED OF INCORPORATION

Once the constitution of the company has been signed before a notary, it is obligatory to take the deed to the Mercantile Registry to be registered.

 

For this it will be necessary to have obtained the Tax ID (NIF) of the company, which, in general, is done by the the Notary who will also submit the Transmission Tax and documented legal acts which are exempt although the form must be submitted.

 

The inscription can be done by the company itself by going to the Mercantile Registry that corresponds to its address or can be requested to the Notary or agency that does it for us. The Mercantile Registry has fifteen days to register.

Leave a Reply

Your email address will not be published. Required fields are marked *