With a view to developing a professional activity, many of you are wondering about the procedure for setting up a Limited Liability Company “Sociedad Limitada” (SL) in Spain.
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.
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.
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.
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.
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.
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.
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.
Me. Félix de la Guía – lawyer and tax expert
Delaguía&Luzon Law Firm has a department dedicated to the setting up of companies. Our team of specialists is fully available to assist you in your business project.