Setting up a company in Spain requires the advice of lawyers specialising in company law. Although this requirement is not legally essential, in our article we will see that it is not irrelevant. We will summarise schematically what the constitution steps are and this schematic presentation will suffice to understand how expert advice can help us.
Choice of legal form
The first step in setting up a company in Spain is to choose the legal form. In Spain, different forms of personal or capitalist companies are valid, as well as cooperatives, foundations, communities of goods and other forms that will adapt better or worse to each type of project.
The choice of legal form will determine the incorporation requirements, as well as the tax, legal and economic regime applicable to the company. It will also determine key issues such as its management or transfer regime.
Choice of company name
Although it may seem a question of mere corporate identity, obtaining negative certification of the name is essential in order to register the company. This certifies that the name does not clash with that of another company, and is obtained through a simple administrative procedure.
Drafting the bylaws
The company’s bylaws are the cornerstone of the company’s constitution. They determine its operating regime and its most important aspects. For example, questions such as the organisation of the corporate bodies, the way in which the company’s will is communicated, or the economic regime with regard to profits, losses, reserves and the transfer of shares or holdings.
They are usually complemented by other instruments and covenants for the company, such as the shareholders’ agreement or the family protocol. Drawing up these tools is important to provide the project with stability and legal certainty. But it is important to be well advised, as their legal effectiveness is usually that of a mere contract, and they are not enforceable against non-signatory third parties.
Opening the bank account
This is the simplest procedure, but it must be carried out in order to set up the company, as we must have a bank account in which to deposit the share capital. The minimum amount will depend on the legal form chosen.
Deed of incorporation of the company
After completing the previous steps, the documentation generated must be submitted to the Notary Public, who will grant the deed of incorporation after carrying out a basic legality check limited to the formal aspects of the process.
Application for a Tax Identification Number
The Tax Identification Number (NIF) is the code that the AEAT will use in its dealings with the company. Although for the moment we can only obtain a provisional NIF, the procedure will help us to complete the incorporation process, carry out the first operations and apply for the definitive NIF within six months, once all the incorporation procedures have been completed.
Registration in the Mercantile Register
Finally, the company must be registered in the Commercial Register, for which we will have a period of two months. This is also the institution responsible for legalising the company’s books.
Special mention: importing companies and other specific formalities
The above-mentioned formalities are those applicable in most cases. However, it should be considered that some forms of company will have special features.
It should also be remembered that there are other formalities, such as registration in the census of entrepreneurs or in the Economic Activities Tax, registration of intangible assets, obtaining an electronic certificate, opening licences and other permits or certifications, etc.
In general, these steps will also be applicable to the import of companies, although it is true that this will require specific requirements depending on the figure used. Thus, foreign companies have the opportunity to open permanent offices, branches or subsidiaries, each of which requires specific and more or less demanding formalities.
In conclusion, setting up a company in Spain is not complex, but it does require a series of successive formalities to be carried out and important choices to be made, which will determine the future of the company. This is why it is advisable to seek the assistance of a specialist in the field.
Lawyers specialising in company law can help to make the most appropriate decisions for the viability of the project, to legally protect the company and to speed up the procedures. They can also act as representatives in the case of importing foreign firms or setting up projects from abroad. If you need assistance in this area, do not hesitate to contact us.