How to set up a company in spain

CREATE A COMPANY

Drafting the Bylaws of a company is essential for the smooth operation of a society. Our Legal Advisory will help you define your limited liability company or public limited company according to your interests. If something different suits you, we can also assist you in the establishment of a private civil society and a cooperative.

Be self-employed in Spain

If you are more interested in becoming self-employed, here you will find more information

ESTABLISHMENT OF A BRANCH OR PERMANENT ESTABLISHMENT IN SPAIN

It is also very important to find out if other forms of establishing a company in Spain are suitable for you.

Check this link to see the differences between a limited liability company and a public limited company in Spain, or whether a multinational corporation should establish itself as a branch or permanent establishment (Link).

BARCELONA COMMERCIAL REGISTRY

Our lawyers will guide you step by step to create your company, and we will also handle all the procedures to register it with the Commercial Registry, with the Tax Office through form 036, or with the Social Security by processing the registration of the workplace and self-employment.

Contact us to make it easier for you to register your company:

STEPS TO CREATE A COMPANY

Requirements for establishing a public limited company in Spain and for the establishment of a limited liability company in Spain:

1.- THE FIRST STEP IS TO APPLY FOR A CERTIFICATE OF COMPANY NAME (NEGATIVE CERTIFICATE OF COMPANY NAME) FROM THE CENTRAL COMMERCIAL REGISTER:

 2. AdviCE ON and Drafting of the Company's Articles of Association

The content of which is important because it regulates the functioning of the company, defining important aspects such as the company's corporate purpose, the company's administrative body and the shareholders' meeting, the dissolution of the company, etc.).

3. Opening of a Company Bank Account

We will require proof of the deposit of the company's social capital into a bank account under the company's name (at least €3,000 for an SARL or limited liability company, or €60,000 for a public limited company).

4. Signing of the Deed of Incorporation Before a Notary, Identifying the Company and Incorporating the Articles

If there are shareholders, it will be necessary to go to a Notary to sign the public deed establishing the incorporation of the company. Various documents must be submitted, such as the articles of association, the negative certification of the company name issued by the Central Commercial Register, the certificate from the bank confirming the deposit of the share capital, as well as the identification documents of each of the shareholders.

It is crucial to note that, in the case of partners married under the separation of property regime, the presentation of a notarized deed of separation of property will be necessary. For marriages under the community property regime, the spouse must participate in the signing of the notarized deed.

In situations in which a partner's contribution to the share capital does not consist of money, it is necessary to submit a detailed list of the assets, including their description and valuation, as well as the number of stocks or shares allocated to such contribution. In the case of real estate, for example, the property's registration details will be required.

5. Application for Tax Identification Number (NIF) from the Tax Agency

This is a code that you must use in all documents related to your company, both during the company incorporation process and when submitting tax returns and issuing invoices for the business activities carried out.

6. Processing of Payment for Property Transfer Tax (TSP) and Documented Legal Acts (AJD)

We handle the entire process to ensure compliance with your tax obligations, providing you with the peace of mind that your tax procedures are executed correctly.

7. Registration of the Notarised Deed with the Commercial Registry

We carry out the registration of the notarised deed with the Commercial Registry in order to legally formalise the acts and agreements set out in the deed. This step is essential in order to publicly disclose and give legal validity to the terms and conditions governing the incorporation and operation of the company.

8. Registration of Activity with the Tax Agency (Model 036) and Registration of the Tax on Economic Activities (IAE)

To establish the fiscal and legal status of the company, ensuring that it is duly registered and authorised to carry out its economic activities.

9. Registration of the Company with the Social Security Treasury

To establish the company's employment relationship with Social Security, ensuring compliance with contributory obligations and the provision of the corresponding benefits and coverage for workers.

10. Registration of the Administrator in the Special Regime for Self-Employed Workers (RETA) and in the Contribution Account

To formalise the administrator's employment situation, ensuring his or her coverage in terms of social security and complying with the obligations established by the governing regulations.

11. Registration of Patents and Trademarks

We protect your intangible assets by registering patents and trademarks with the Spanish Patent and Trademark Office. We ensure the exclusivity of your logo, slogan, and products.

12. Request for Digital Certificate

You will then need to obtain and install a digital certificate on your computer to receive electronic notifications and proceed with the submission and payment of taxes.

You can find the necessary information for the online process here if you need it:

management of DAY-TO-DAY administration:

• Commercial management for the minutes of shareholders and board of directors, as well as the filing of commercial records.
• Fiscal management for tax obligations, tax returns and accounting.
• Payroll management for the preparation of payslips.

Our management services are supported by Barcelona Legal Consultancy, with lawyers who handle daily affairs.

Possible Shareholder's agreement: 

To set out the rules and agreements governing the relationship between the shareholders.  Some of the areas commonly covered in these agreements are: 

• Management body
• Obligation of confidentiality.
• Resolution in the event of deadlock during decision-making.
• Exclusivity or non-exclusivity of the partners with regard to the company.
• Non-compete clause.
• Post-contractual non-compete clause.
• Intellectual property.
  • Ownership and modes of use.
• Transfer of company shares.
  • The period of permanence of the partners: period during which the partners are obliged not to sell their shares.
  • Exit scenarios of the founding partners from the company.
  • Transfer of shares between partners.
  • Transfer of shares upon death.
    • Pre-emptive rights of shareholders against transfer by inheritance.
  • Transfer of shares to third parties.
  • Pre-emptive right of the other shareholders to acquire the shares intended to be transferred.
  • Tag along: If one of the shareholders wishes to transfer all or part of his shares, the other shareholders are entitled to exercise a right to follow suit.
  • Drag along: In the event that one or more shareholders receive an offer to sell their shares, the other shareholders must also sell the shares to the third party, under the same terms and conditions.
• Establishment of rules for the entry and exit of shareholders.
• If the partners must provide services to the company, what those services will be and the remuneration provided.
• The amount of time each partner is required to devote to the company.
• Distribution of dividends (%).
• Re-enforced matters that require the vote of approval of certain partners in order to be carried out.
• Dispute resolution.

Read more about the content, function and legal effect of Shareholder's Agreements here. 

AFTER THE CREATION OF YOUR COMPANY:

Commercial Advice

We advise you on the commercial contracts of your activity, in addition to company agreements.

• Commercial advice: commercial transactions and contracts, and online signature management.
• Consultancy and corporate administration. Annual shareholders' meeting, annual accounts, and maintenance of books of minutes.
• Notarised deeds: amendments to articles of association and registration in the Commercial Register.

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Tax and Accounting consultancy

Our team of economists and business specialists can help you with the necessary reports and viability plans for objective dismissal, collective dismissal and/or insolvency proceedings.
We help you with accounting and filing quarterly and annual taxes: Immediate Information Supply, VAT, IS, IRPF, etc.

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Labour law advice

You will have all the information you need to make the best decisions. We have a team of labour lawyers and social graduates who deal with, negotiate and defend the contingencies that arise in your company: labour inspections, LISOS sanctions, sanctions against workers, termination of contracts for objective reasons, and individual or collective dismissals. ERTES, collective bargaining, etc.
Your day-to-day work will be enhanced by employment lawyers who solve the queries and conflicts that are both common and necessary for the company to grow and improve.

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Payroll Management

We manage the payroll and related matters that arise in the day-to-day running of a company: registration and deregistration with social security, drafting of contracts, temporary contracts, medical leave, leave of absence, etc.
Our life has different stages. For years, thanks to our Social Security team, we have been assisting in these changes as they occur, processing and advising on disability benefits, widows' and widowers' pensions, retirement pensions, etc.

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Foreign Affairs Management Services

1. Visas and Residence Permits: We will guide you in obtaining visas and residence permits, ensuring that all documents are in order and comply with the requirements set by the Spanish authorities.
2. Renewal of Permits: If you are already in Spain, we will assist you in the process of renewing your residence permit, ensuring a smooth transition and avoiding possible legal complications.
3. Advice on Immigration Procedures: Our specialised team will advise you on all immigration procedures, including changes of employment status, family reunification and other specific situations.
4. Processing of Employment Permits: We will assist you in obtaining employment permits to work in Spain, ensuring that you comply with all labour and immigration regulations.

Payroll management for foreign workers.

1. Social Security registrations and deregistrations: We manage Social Security registrations and deregistrations, ensuring that foreign workers are duly registered and comply with their social security obligations.
2. Drafting of Contracts and Temporary Hiring: We advise on the drafting of employment contracts and manage the temporary hiring of foreign workers, ensuring compliance with Spanish labour regulations.
3. Permits and Leaves of Absence: We manage the procedures related to permits and leaves of absence for foreign workers, ensuring that the legal requirements are met and that employees are duly protected.

Social Security and Advice on Changes of Life Stage

1. Pension and Retirement Processing: Our Social Security team assists you with the processing of pensions and retirements, providing you with the necessary guidance at every stage of your working life.
2. Advice on Disability and Widowhood Pensions: We offer you specialised advice on disability and widowhood pensions, ensuring that you receive all the information you need to make informed decisions.
   
   

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setting up a company in Spain

If you need all of the possible information about how to set up a company in Spain, check out the following link:

• How to create a limited liability company
• Obligations and commercial contracts
• Setting up the workers' committee
• Steps to establish the company