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Establishing a Subsidiary in Spain

Flexible and efficient legal support for creating your new company

What is a subsidiary company?

A subsidiary is a new company incorporated in Spain that is distinct from the foreign entity and has its own independent legal identity. However, it’s controlled by another entity that owns the majority of the shares in the subsidiary. The subsidiary can be incorporated under any legal form permitted by the Spanish legislation.

What documents do I need?How to obtain the Good Standing Certificate and Company’s Bylaws?

Spanish law requires these two documents to create a subsidiary: A Certificate of Good Standing and Company Bylaws. Certificate of Good Standing can be acquired at any commercial registry where the company is originally incorporated. The company bylaws are simply a copy of the existing bylaws.

How can a lawyer help me?

Our corporate lawyers at Lexidy are experts in the processes of creating a Spanish subsidiary. Through Power of Attorney, we will handle all the formal steps in gathering information for submitting documentation on your behalf. When necessary, we will walk you step-by-step through the actions to make the process as easy, simple and understandable as possible.

¨We will be with you each step of your journey.¨

– Immigration Team

Lexidy is a modern, dynamic, and innovative law firm. We always put customers at the center of our work and do our best to give an exceptional experience. Our expertise in Spain and Portugal allows us to solve complex problems thoroughly and cut all the risks before they may happen.
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What are the requirements?

From the Parent Company:

  • Obtain the Parent Company’s Tax ID Number and Digital Certificate.
  • Sign of the Establishment Deed at the Notary Office.
  • Register the Incorporation Deed with the Company’s Office.
  • Pay any of Notary and Commercial Registry fees.

Process of getting established

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

Find you Corporate Lawyer

Héctor Lopez Vazquez

Head of Corporate Department

Madeleine Cadwell

Paralegal

Marta Ametller

Paralegal

Samuel Ortega Vega

Lawyer

Frequently Asked Questions

The activities that the subsidiary may carry out are not limited to those of the foreign entity.

A power of attorney is a legal document that is used in many European countries by persons who are not able to attend certain events or places but want to be represented by someone to act on their behalf. This can be for signing contracts, making decisions, submitting documents and more.

For forming a company in Spain, Power of Attorney is not essential. However, its speeds up and simplifies the process if the company’s shareholders are not in Spain.

Spain is a decentralised unitary state formed by 17 autonomous communities, and two autonomous cities. Basic commercial law, like company formation, is enacted by Spain’s central government, which has exclusive competence to legislate on these matters.

The process usually takes 4-6 weeks once the shareholders have a NIE. The process may vary depending on the type of formation, whether it’s a new company or setting up a branch, and on the Autonomous Community where the company will be registered. Some regional registries can take longer than others.

Be happy. Join a community of satisfied and successful customers

Ryan Rich
Ryan Rich
12:47 17 Aug 22
Lexidy has helped us so much in both the business and immigration side. We continue to use them for all legal needs and recommend them highly.
Ali Delshad
Ali Delshad
11:49 26 Jul 22
First of all, I would like to appreciate all the team members of Lexidy for helping me to get my residency card.I had a great experience especially on the SEF appointment day with their kind and helpful Brazilian expert which made my experience smooth and without stress.When you decide to work with this law company you should notice that you don’t just pay for lawyers but also for the quality, respect and safety.I’m totally happy with the processes and quality of their job.
Foysal Miah
Foysal Miah
20:47 25 Jul 22
It’s been more than two years now, I have known Lexidy and their amazing team. This company peoples are so active and helpful especially Karla. She is very kind and patience. Really appreciate your job and helping us to get a better future.
RICHARD BRITTON
RICHARD BRITTON
21:46 29 Jun 22
We contacted Lexidy Law boutique when we recently moved from Cyprus to open a new chapter in our lives to move into a house in Brittany that we had bought 12 years previously. We had underestimated the twists and turns involved in obtaining residency in France - so we contacted Lexidy Law Boutique and were assigned Eleonore, an immigration lawyer well acquainted with French immigration laws. From the very beginning we realised she was determined that we should have a successful outcome and she guided us expertly to avoid all the pitfalls in the process of applying for residency. She even accompanied us to the prefecture and ensured that everything went smoothly - without her presence we might well have not succeeded.We thank and highly recommend Eleonore and Lexidy Law Boutique.
Declan Ryan
Declan Ryan
20:48 01 Jun 22
The Lexidy team is uniquely positioned to provide pan-European business and tax advisory services; what would be complex or impossible for a country-specific advisor is straightforward for Lexidy. They answered in days what would take weeks for other firms.
Rick Kleinhans
Rick Kleinhans
13:03 27 Apr 22
Lexidy has been a lifesaver. The entire team has helped us so much on different matters both personal and corporate. Isabel in correcting an error by a previous accountant that was costing us an extra €1000 every month in social security payments! Jose with various matters and tax advice. Diego in helping us get documents notarized in Valencia even though he is based in Madrid. I cannot recommend them enough!
Aleksandar Vorinski
Aleksandar Vorinski
08:12 25 Apr 22
I recently purchased apartment, got NIE and opened bank account with their help. I m satisfied with their service, they are accurate and responsible.
D
D
17:31 24 Apr 22
I’ve dealt with hundreds of solicitors through business over the years but I must say Cristina and Lexidy Law are really something special. Responsiveness, proactiveness, knowledge and professionalism is, quite frankly, outstanding.M.
Sarah Taylor
Sarah Taylor
11:03 31 Mar 22
Lexidy did an amazing job setting up our company in Spain, which was a complicated and lengthy affair which they handled with patience and professionalism. Their ongoing tax, accounting and payroll services have been greatly appreciated. Friendly and professional team with perfect English. Highly recommended!
Jonas Hendrickx
Jonas Hendrickx
15:50 03 Dec 21
The labour law advice I was looking for. Delivered the answer quoting the law texts in Spanish as requested to make sure I was actually getting the correct answer for my question!These people are worth your money.
Kristen Wilkinson
Kristen Wilkinson
14:53 20 Oct 21
Update: While all of the initial responses were pretty quick, they started getting busy, so I had to constantly follow up. We have since sought assistance elsewhere.My husband and I plan to move from the USA to Porto, Portugal in the spring/early summer of 2023. We didn't know where to start or what to expect. I searched online and found Lexidy Law Boutique. Their website is intuitive, informative and inviting. I emailed the office and Lidiane responded within a few hours. Based on the information in my email, she emailed us appropriate information on our situation. She was very professional and offered to set up a web call if we wanted to. We ended up having our web call today and will be starting our journey of becoming Portuguese citizens. She informed us of the first steps, all of the documentation we need and what the law firm can do for us. Right after our call, she emailed us detailed information regarding pricing and what is entailed in that pricing. So far, the beginning of our journey is a positive one.
Parisa Fardad
Parisa Fardad
05:20 21 Sep 21
I have started to work with this company which was my friend recommendation. My first experiences have been very good. They are responsive, friendly and cares about their costumers.
Thijs van de Laak
Thijs van de Laak
05:16 15 Sep 21
I experienced good, constructive and accurate service by Lexidy in composing my SHA. Thanks Hector and Samual
陳震東
陳震東
07:43 08 Sep 21
Samuel is very professional and patient. Really appreciate.
Erik van der Linden
Erik van der Linden
00:01 08 Sep 21
I contacted this company regarding a Labour dispute with a former employer. I quickly got an honest response that according to Spanish Labour laws, nothing could really be done anymore. Impressed with their swift, direct and honest opinion, I explained this was a very unusual case and would like to hire their services. Again I got a swift and direct answer that they did not deal with those kind of cases. Rather than milking a client, they showed admirable integrity by turning down the case…. a rare quality these days. My compliments.
Signore Raffaele
Signore Raffaele
12:53 07 Sep 21
The service I have received from Hector has been extraordinary.He has helped me opening bank accounts, managing my NIE and setting up my company's branch in Spain.I am very grateful for the help and the exceptional treatment and management.I won't hesitate to contact him again for any other business I may need.
ZULFU S.R.O
ZULFU S.R.O
16:40 04 Sep 21
We used Lexidy to help establish our company in Spain. The whole team and especially Samuel, were very helpful and professional. Their customer service is excellent. Prices are reasonable. Highly recommend.
Darren Doody
Darren Doody
17:40 02 Sep 21
Professional Lawyer service which fits around the client. Thank you Max for the expert advise. You have put our minds at rest and look forward to working with you. Definitely would recommend this company.
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