How to establish a company in Spain: guide by Invest in Spain (ICEX)
ICEX (Invest in Spain) has just released a Guide about “How to establish a company in Spain” (click here to access to the document). This document it presents as a fact sheet for the foreign investor about how to establish a company in Spain, the purchase of an existing company, the establishment of a representation office, the establishment of a branch and the differences and similarities between S.A. and S.L.
These are some of the details contained in the document:
Power of Attorney
The principals should grant sufficient powers of attorney to the person who is to incorporate the new company (hereinafter, “Newco”) on their behalf in Spain. If the power is granted in Spain, the principals must appear before a Spanish notary public. If the power of attorney is granted outside Spain, the principals must appear before a notary public of the country where the power of attorney is going to be granted. The power will be legalized with the Apostille of the Hague Convention of 1961 provided that the country where the power is going to be granted is a member country. If not, the applicable procedures for the legalization of documents should be carried out. Furthermore, if not executed in Spanish, a sworn translation of the power shall be required.
Tax Identification Number and negative name certificate
Non-resident shareholders and directors (whether individuals or bodies corporate) of Spanish companies should have a Tax Idenfication Number.
On other part, a negative name certificate should be requested from the Central Companies Register to confirm the desired name and which indicates that this is available and may be utilized. Once the certificate has been issued, the corporate name will be registered in favor of its beneficiary during a period of six months counting from the date of its issuance.
To the effects of granting the incorporation deed, the negative name certificate will be in force for a period of three (3) months, counting from the issuance date of the Central Companies Register. Once this period has expired, the interested party may ask for its renewal. Such application shall be accompanied with the expired certificate. Once the six (6) months have elapsed without making the registration in the corresponding Companies Register, the corporate name will be erased from the Denomination Section of the Central Companies Register and a new certification shall be requested.
The amount to be paid in cash at the time of incorporation shall be deposited in a bank account open in Spain in the name of “Newco pending incorporation” (for the opening of the account, the bank normally requests a copy of the negative name certificate for Newco). The quantity deposited or transferred by the shareholder/shareholders should correspond to the amount of the initial contribution. Upon the execution of the deed of incorporation, the deposit receipt issued by the bank for the monetary contribution should be presented.
This will be requested in the register that corresponds to the registered office, attaching: deed of incorporation, receipt for declaration-settlement of ITP/AJD, provisional N.I.F. and the corresponding taxes.
This is a means of providing information to third parties, and by means of its existence seeks to protect the company, those who have any type of relationship with it and the financial order in general. Registration grants legal personality, whereby as of that moment the company legally exists. Registration should be made within a period of two months of the execution of the deed and the assessment period of the Commercial Registry is 15 working days.
The notary public authorizing the incorporation of the company may submit, by electronic means, the deed of incorporation to the Companies Register.