How to Create a Limited Company in Spain

Are you considering setting up a business in Spain? If so, understanding the process of establishing a Limited Liability Company (SL), commonly known as ‘Sociedad Limitada,’ is crucial.

Table of Contents

Name Registration

First of all, you will need to determine the name of your company. In concrete terms, this means choosing the name of your company and registering it in the “central mercantile register”. This registration takes the form of a negative certificate of company name. This document certifies that there are no other companies with the same name in Spain.

This procedure can be carried out online at the following address: http://www.rmc.es/

Good to know: it is then advisable to submit several names (in order of preference) in case your first choice is already taken. Once you have obtained your certificate, this name will be reserved for you for a period of 3 months until it is registered with the notary. However, under certain conditions, this period can be extended for a further 3 months.

The cost of a company name certificate is approximately 16 euros.

Bank Account Opening

Thereafter, it is imperative that you open a bank account in the name of your company. This bank account will allow you to deposit the minimum share capital of 3000 euros required to incorporate your SL.

It is important to ask for proof of payment, which will serve as a capital certificate for the rest of the procedure.

Articles of Association

In addition, you will have to draw up the articles of association of your company: “estatutos sociales”, i.e., the legal document that will organise and govern the operation of your company. This is undoubtedly a decisive stage, and it is therefore strongly recommended that you seek the advice of a specialist in order to avoid making any drafting errors that could be legally or socially prejudicial to you.

Notary Signing

Once the articles of association have been drawn up, in order for them to be fully enforceable, they must be regularised before a Spanish notary. At this notary signing, several documents must be provided, including the negative certification of the company name and the attention of the share capital.

Tax Identification Number (TIN) Acquisition

Whereas, your company’s deed of incorporation has become a public deed (notarial deed), you must now obtain a Tax Identification Number (TIN) for your company. To do this, you will need to complete form 036 and file the public deed of your company with the “Hacienda” (Treasury). You will then receive a provisional TIN valid for 6 months.

At the same time, it will be necessary to pay the “Impuesto de Actividades Economicas” (IAE), i.e., to pay the tax on economic activity. This is done by means of form 840 at the tax office of the place where the activity is carried out.

VAT Registration Declaration

In the final steps, you will have to make your VAT registration declaration, which marks the start of your economic activity on Spanish territory, with model 036.

Final Procedures

Finally, the registration of your company in the central mercantile register of the province in which its registered office will be located and the obtaining of the definitive TIN are the last two steps in the procedure.

The registration in the central mercantile register must be made within two months of the notarial signature (public deed). On the other hand, the issue of the definitive TIN must take place within 6 months of the allocation of the provisional TIN.

Assistance from Delaguia & Luzon Law Firm

Enlisting the professional assistance of the law firm of Delaguia & Luzon can expedite the process of setting up a company in Spain. Our team of experts is dedicated to guiding you through the legal formalities and ensuring a smooth establishment of your business entity in the Spanish market. Ready to take the next step in establishing your Limited Company in Spain? Contact us today for expert assistance and guidance throughout the process.

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