Establishing a Subsidiary in Spain

Establishing a Subsidiary in Spain

1. File a “no-coincidence” certificate by requesting the Company’s name with the Central Commercial Registry.
2. Draft the Articles of Association, or corporate bylaws in accordance with Spanish legislation.
3. Draft of the Establishment of LLC Deed in accordance with to Spanish legislation.
4. Open a Company Bank account and obtain a deposit certificate with the initial founding capital (Minimum of €3.000).*Spanish banks  require the administrator to be personally present in Spanish territory to activate the bank account for security reasons.*
5. Present documentation to a Spanish Public Notary to allow for the Establishment of LLC Deed.
6. Obtain a provisional and definitive Número de Identificación Fiscal, or N.I.F.
7. Incorporate and register the NEWCO with the Commercial Registry Office by presenting the Deed and related documentation.
8. Draft and present the MODEL D-1A – “Declaration of foreign investment in unlisted companies, branches and other forms of investment”. This is compulsory in cases of foreign investment, for example when a foreigner is a shareholder in the Spanish subsidiary.

Parent Company Responsibilities

1. Responsible for drafting the Certificate, with the agreement of the Shareholders, to establish a Company in Spain.
2. Acquire a Good Standing document from the Commercial Registry of the Parent Company’s place of origin.
3. Coordinating of the legalization and translation of the Good Standing and the Certificate agreement, along with the Articles of Association. 
4. Present the standard foreign Company’s registration form with Spain’s tax authorities to obtain the tax identification number, or NIF, by completing the MODEL 036 form. This requires a Good Standing or similar document from the Companies Registry from the country of origin.
5. Register the foreign Company’s Administrator’s NIF by filing a MODEL 030 form with the Spanish authorities.

Foreigners ID Number

1. Apply for foreigner ID number, or NIE, by submitting a MODEL EX-14 form with Spanish government authorities.

Draft of the following documentation:

• Letter of Motive.
• Certification of passport.

2. Submit a FORM EX-15 with the Spanish government authorities.