Are you considering setting up a business in Spain?
If so, understanding the process of establishing a limited company in Spain, referred to as a Limited Liability Company (SL) ‘Sociedad Limitada,’ is crucial.
Name registration
To get started, you will need to determine your company’s name.
In concrete terms, this means choosing your company’s name and registering it in the “central mercantile register“.
The registration takes the form of a negative certificate of company name.
This document certifies that no other limited company in Spain has the same name.
This procedure can be carried out online at the following address.
Pro Tip: It is advisable to submit several names (in order of preference) in case your first choice is already taken.
Once you have obtained your certificate for your limited company in Spain, this name will be reserved for you for 3 months until it is registered with the notary.
However, under certain conditions, this period can be extended for an additional 3 months.
The cost of a company name certificate is approximately €16.
How much does it cost to set up a company in Spain?
Thereafter, you must open a bank account in the name of your limited company in Spain.
This bank account will allow you to deposit the minimum share capital of €3,000 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 law firm that specialises in how to register a company in Spain 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, 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
Your company’s deed of incorporation has become a public deed (notarial deed), and you must now obtain a Tax Identification Number (TIN) for your limited company in Spain.
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 using 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 limited company in Spain at 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 Delaguía&Luzón Law Firm
Enlisting the professional assistance of the law firm of Delaguía&Luzón can expedite the process of how to register 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.
