Spain company formation - guide to incorporating Spanish SL
Incorporating a Spanish limited company or Sociadad Limitada (SL), unlike in most other developed counties, is an expensive, time consuming and bureaucratic process such that expert professional advice is essential. Malaga Law Solicitors has gained substantial experience as company formation agents assisting overseas companies and individuals successfully setting up businesses in Spain. The firm fully appreciates how business is conducted in other parts of the world and as such has on hand an internationally experienced Chartered Accountant to assist with business set up and to offer advice on tax compliance and accounting. The firm will also assist with business licence application and advise on regulation.
Procedure for incorporation
- Check availability and register company name at Central Registry in Madrid and obtain company name certificate (certificado de denominacion social) .
- Obtain temporary tax code (CIF - Certificado de Identificación Fiscal )
- Open a bank account and obtain bank certificate confirming deposit of share capital (EUR3,006).
- Draft Memorandum & Articles of Association (estatutos sociates)
- Attend notary and execute Company Deed of Incorporation.
- Pay stamp duty (Impuesto sobre Operaciones Societarios ) at 1% of declared share capital
- Register company at the Spanish Corporate Registry
- Obtain certificate from the Mercantile Registry
- Apply for & obtain permanent tax reference number (CIF)
- Register trading activity at local tax office, completing & submitting tax form or modelo 036
Should the promoters be unable to attend the notary to sign the deed of incorporation then a suitable power of attorney must also be executed and also legalised if executed outside of Spain .
All shareholder and directors must hold Spanish tax identification numbers (NIF/NIE) - Malaga Law Solicitors can also apply and obtain such numbers.
Time: It generally takes 10 to 14 days to complete the initial incorporation process.
COST: EUR1,500 including VAT/IVA (cost includes VAT/IVA @ 18%, legal fee, notary fee & stamp duty but excludes any power of attorney required + NIE application fees)
