Establishing a Subsidiary in Spain
Flexible and efficient legal support for creating your new company
Subsidiary Formation in Spain
Take the first step towards realizing your entrepreneurial dreams by incorporating a company in Spain and turning your business idea into a thriving reality!
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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.
What Our Clients Are Saying
Don’t try to go through the process of subsidiary formation on your own. Seek the help of an experienced corporate lawyer to increase your chances of success and make the process as smooth and stress-free as possible.
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.
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
- File a “no-coincidence” certificate by requesting the Company’s name with the Central Commercial Registry.
- Draft the Articles of Association, or corporate bylaws in accordance with Spanish legislation.
- Draft of the Establishment of LLC Deed in accordance with to Spanish legislation.
- 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.*
- Present documentation to a Spanish Public Notary to allow for the Establishment of LLC Deed.
- Obtain a provisional and definitive Número de Identificación Fiscal, or N.I.F.
- Incorporate and register the NEWCO with the Commercial Registry Office by presenting the Deed and related documentation.
- 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
- Responsible for drafting the Certificate, with the agreement of the Shareholders, to establish a Company in Spain.
- Acquire a Good Standing document from the Commercial Registry of the Parent Company’s place of origin.
- Coordinating of the legalization and translation of the Good Standing and the Certificate agreement, along with the Articles of Association.
- 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.
- Register the foreign Company’s Administrator’s NIF by filing a MODEL 030 form with the Spanish authorities.
Foreigners ID Number
- 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.
- Submit a FORM EX-15 with the Spanish government authorities.
Find you Corporate Lawyer
Héctor Lopez Vazquez
Head of Corporate Department
Madeleine Cadwell
Lawyer
Francesca Coluccio
Trainee
Luisa Rivera
TraineeFrequently 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
Kyra Lee
16:49 26 Oct 23
Do not use them if you want your money stolen. My US company used them (Alejandro) for employment services of a person in Spain, and since the case has been closed and finished, we have money left in the account we are trying to close and get back. They have for MONTHS ignored our phone calls and emails. We even called their Madrid office and got their real-estate lawyer on the line and she hung up on us after we called many times. We have all emails and paperwork to prove this.
Kyra Lee
16:48 26 Oct 23
Do not use them if you want your money stolen. My US company worked with their Barcelona office (Alejandro) for employment services of a person in Spain, and since the case has been closed and finished, we have money left in the account we are trying to close and get back. They have for MONTHS ignored our phone calls and emails. We even called their Madrid office and got their real-estate lawyer on the line and she hung up on us after we called many times. We have all emails and paperwork to prove this.
Jonathan Elron
07:37 13 Aug 23
A great law firm that covers anything an expat might need. I needed help with real estate initially, and they also helped me with immigration, taxes, and corporate legal matters. Fantastic people to work with. Alejandro from their real estate and immigration department is my main contact and he is an absolute pleasure to work with. Highly recommended!
Juan B Colombo
15:25 04 Jul 23
I had an issue with an incorporation and I had to request a refund for my order. It took a little longer to get the refund but the CEO took personal care of my case and issued the refund as soon as it heard about the case. Very serious and responsible company.
pawel grochola
10:55 18 May 23
I used Lexidy services to apply for SETR status.I did it after contacting a number of providers, but Lexidy were the only ones that consistently kept regular communication, promptly answered e-mails, kept all the appointments. Something that is a normal expectation but rarely met in Spain :).In addition they were very competent, provided clear and accurate advice. They also flexible and accommodating and Sara Rinaldi that i dealt with is a very pleasant person to deal with.It seems it is a business that have a clear business model of providing good quality service and as such I think it deserves to be promoted.
Harald Malm
11:35 09 Apr 23
Lexidy's first submission on my behalf cost 400+VAT. For up to two years, I thought everything was fine. Until I received a notice from the Spanish tax authorities asking for official receipts and translations which were quoted at over 4000 euros. The submission was rejected and my tax liability was re-calculated making me owe thousands..During the process, there was no personal consultation, I had to edit and make several corrections, documents for the wrong year were submitted, the draft cover letter addressed me as a female.A attention to detail and quality control does not exist. I was moved from one advisor to the next and eventually left on my own with Spanish Tax Authorities.Had they given me proper tax advice like I paid them for, I would have been informed as to exactly what documents I should gather and translate for this process. Lack of clarity and communication is evident in the pathetic email chain with this company.They called with an urgent request for an additional 800+VAT and stated that if I did not immediately pay they would not support me any further when the issues has not been brought to resolution at all. How am I to trust this company and pay them another penny when I have been provided with a lack of competence and accountability.I am still waiting to hear back. Not a phone call nor email, even after following up via their website. No reply 🙁
Bob Tricarico
12:34 15 Mar 23
Lexidy Law Boutique supported us on our recent home purchase in Portugal. It was a long process, but our lawyer, Pedro Saldahna was with us every step of the way. He guided us through the process and even helped with our builder, our estate agent and our mortgage company. The entire Lexidy team has been super supportive throughout the whole process. Highly recommend!
Bella F.
19:09 11 Jan 23
I'm so over this crowd. Paid a huge deposit 2 YEARS AGO just to be passed from pillar to post. I'm now on lawyer number 5 - all the others left the company - go figure. I'm moving on to a different firm and will be requesting a refund. Don't waste your time and money like I did. I agree with other reviews that the positives are probably sponsored
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
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
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
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
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
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
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.
A
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.
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
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.
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