Blog de ÀLEX PLANA PALUZIE
[Between laws & precedents] The purpose of this blog is to analize the legal system of Catalonia, Spain and Europe. It focuses mainly on business law and, in particular, corporate and mergers and acquisitions (M&A). It also addresses issues about economics, marketing, politics, current affairs and other legal systems different to the aforementioned.
Si quieres leer la versión en castellano ir a este LINK.
of a company in Spain is such a quite complex and long process, much more than
in most countries, so that, when a Spanish company is constituted by a
foreign person or company the process becomes even longer.
of a company in Spain from abroad is usually done through a subsidiary. In that
case, its parent company will be the sole or the main shareholder.In
consequence, the parent company must decide, through its board of trustees or
its general meeting, it will depend on the company bylaws and the legislation
applicable in its country of origin.
The agreement of
the parent company must be provided in Spain after being translated into Spanish
(if it’s not done in that language), and legally apostilled (apostille of the
Hague). This agreement have to decide about the establishment of the new
company in Spain, identify that company, its address, ordinary activity, etc.
It is also required
to provide a certificate of good standing of the parent company, that
certificate need to be translated into Spanish by a sworn translator (if it’s
done in a different language), and also need to be apostilled.
One of the first
steps to set up the Spanish company, if not the first, is the request for the corporate
name in Spain. In that request the applicant expresses five names in order of
preference. If one of those names is approved the name awarded is reserved for a
period of six months. However, the certificate issued only lasts for three
months (it’s easy to renew for three months more).
Once the legality
of the agreement of the parent company is certified, the process in Spain
begins. To set up the company in Spain it will be required to grant a public
deed before a Notary Public and incorporate in the Commercial Register.
In the public deed
the information will be, mainly: identification of the new company, type of company,
type of the board of managers, identification of the managers, etc. The
certificate of good standing above mentioned and bylaws of the company also
needs to be provided. Another mandatory document is the certificate issued by a
bank in Spain, that certificate is used to prove the payment of the
contribution made as share capital (equity).
One of the
particularities of setting up a company from abroad is to empower a lawyer in
Spain so that he can handle the constitution of the company on behalf of the
parent company, and also to make the required arrangements on behalf of the
will be another important issue, for example it will be mandatory to process
the Model D-1A.
As the reader can
imagine, the process explained here takes some months.
If you are
interested for any further information on the blog there are several means of
contact, such as via LinkedIn, contact form below (at the bottom of the page), phone,