Start your business in Spain 2020: FAQs you should know.

You might wonder how to open your own company but it seems that the topic is extremely broad and spread out across the internet. For this purpose, our corporate experts gave answers to the most popular question about starting a business in Spain. By knowing the tricks, the whole process turns to be a piece of cake.

Questions:

1. How long does it take to open a company in Spain?
2. Can I set up a Company in Spain if I am not a Spanish resident?
3. What documents do I need to open a company in Spain?
4. Can I open a company in Spain remotely?
5. Is there a minimum share capital?
6. What are the steps to set up a company in Spain?
7. What are the mandatory post-formation steps? 
8. Who can be the director (administrator) of a Spanish company and what are their obligations?
9. What is the size a corporate tax in Spain?
10. How much does it cost to open a business in Spain?

How long does it take to form a business in Spain?

The time it takes to set up a new Limited Liability Company depends on how you wish to proceed. The process carried out by lawyers via Power of Attorney (POA) will take approximately three weeks.

The process starts from the reception of the POA at a legal office and lasts until the signing of the Establishment Deed at the Notary by us on your behalf.

However, take into consideration that the process of full incorporation (registration of the establishment deed of the company at the Mercantile Registry and activation of the company’s bank account) takes approximately three to four additional weeks approximately. The exact timing depends on the workload of the Registry and, unfortunately, lawyers cannot facilitate it. 

Can I Set up a Company in Spain if I am not a Spanish resident?

Yes. The only initial requirement is to obtain an NIE number (Foreigner Identity Number). 

Nevertheless, in order to be able to operate with the company afterward, it will be mandatory either to be a Spanish resident. As a resident, you must have a work permit (for non-EU National) or appoint a legal representative who is a Spanish resident. 

What documents do I need to set-up a company?

Documents depend on the project. For the purpose of signing the establishment deed, you have to present the following documents: 

• NIE (Foreign Identification Number) of all the shareholders and administrators of the company
• Bylaws of the company drafted according to the Spanish Law
• Company name certificate
• Power of Attorney (in case we act on your behalf)
• D1A Form (declaration of foreign investment)
• Passports of the Shareholders and administrators
• If applicable, we will also need to present extra documents from the mother company

Warning: Any Public document you should translate in Spanish by an official translator and legalize/apostill in order to make them be valid in Spain. 

Can I open a company in Spain remotely?

At Lexidy, we can do everything on your behalf remotely with a power of attorney if you are not in Spain. However, note that due to the new regulations on the prevention of money laundering and terrorism financing, the physical presence of the client in Spain is required at some point in order to successfully open the bank account.

Is there a minimum share capital?

The minimum investment or the minimum share capital for a limited liability company in Spain is 3000 EUR. Note, you have to pay the cost at the moment of signing the establishment deed of the company. 

What are the steps to set up a business in Spain?

The steps to open a business in Spain are as follows: 

1. Lawyer orders your company’s name certificate at the Mercantile Registry. 
2. In case you are not in Spain and want us to carry out the process on your behalf, a lawyer may draft a power of attorney. Besides, You also can sign The POA at a local notary of your place of residence. Remember to notarise, legalise/apostile and send the POA by mail. Legalization/Apostille is not important only in case you already did it at Spanish Consulate.
3. Corporate lawyers have to obtain the shareholder’s and the company director’s NIE (foreigner’s number ID). 
4. Preparation of incorporation documents. Besides, draft your articles of association according to Spanish Law.
5. If necessary, our firm helps with opening Spanish bank accounts. In some cases, it might take up to one month if doing on your own. However, we will take care of your documents and manage the process on your behalf. Moreover, you can do this after the initial formation process was already passed.
6. Creating and signing the company establishment deed before a Spanish Notary Public.
7. Don’t forget to obtain your Tax ID and proceed with the registration of the D1-A form.
8. The company’s establishment deed has to be registered with the Mercantile Registry.

Once the company is fully incorporated according to the steps described above, to start operating, some additional steps described below are required. 

Lexidy offers a full package of company formation, learn about this more on our service page.

What are the mandatory post-incorporation steps required to start operating through the company? 

Once the company is registered with the Spanish Commercial Registry, and you want to start operating through your company, you will need to (i) register the company’s activity at the tax agency, through form 036 (ii) and register the director of the company with the social security administration. Please note that from this moment, the company would be subject to tax declarations, and accounting obligations.

Who can be the director (administrator) of a Spanish company and what are their obligations?

Any physical or legal person can be the administrator of a Spanish company, as long as they are not affected by the prohibitions established by Law (i.e persons judicially declared incapable, minors, or persons disqualified under the Insolvency Law as long as the period of disqualification established in the judgment qualifying the insolvency proceedings has not expired). 

However, please bear in mind that the director of the company has a legal obligation to register with Spanish social security and for this purpose needs to be either a Spanish citizen or a foreigner with a valid work permit for Spain. Non-resident Administrators (i.e., those who do not live in Spain for a minimum period of six months per year) are excluded from the System of Spanish Social Security. However, they must appoint a legal representative in Spain to register with Spanish Social Security.

Furthermore, the position of administrator comes with certain obligations (therefore the administrator is required to officially accept their appointment), as well as the assumption of responsibility for their acts and omissions if they in any way “harm” the company, the partners, or the creditors, which are the three most important interests to be protected in the corporate sphere.

The three main duties of the administrator are the following:

1. General duty of care and to act with diligence
2. Duty of loyalty
3. Duty to manage the company ethically

What is the size of corporate tax in Spain?

In the case of opening a company, you will have to pay CORPORATE TAX. The general tax rate is 25%. However, please note the following:

Companies incorporated on or after the 1st of January 2013 will enjoy two years of the reduced tax rate (15%). It will be applied in the first tax period in which the tax base is positive (and therefore obliges you to pay corporate tax) and in the following one. This will apply as long as the requirements established in Article 29.1 of Law 27/2014 on Corporation Tax (LIS) are met, which mainly state that the entity carries out an economic activity and that the economic activity has not previously been carried out by other related persons.

How much does it cost to open a business in Spain?

Other than the 3000 EUR (initial share capital of the company), the external expenses are as follows:

• Granting of the power of attorney in the country of origin or Spain: Costs will depend on the fees of the respective notary public or the consulate.
• Notary public and Mercantile Registry fees concerning the establishment deed and the registration of the company with the Spanish Mercantile Registry: 600-1,000 EUR (approx.).
• Other expenses (e.g., administrative costs related to the application for the non-coincidence certificate requesting the name of the company, transportation fees, the obtainment of the NIE, etc.): 80 -100 EUR (approx.).

Note that these expenses are not included in our fees. Feel free to contact and inform us about your needs so that we provide you with a quotation for our services.

Authors:

Damien Marquet. Head of Corporate Department  Damien.Marquet@lexidy.com

Camila Brodersen. Senior Associate – Corporate Lawyer c@lexidy.com

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