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Setting up a company in Spain from abroad
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The establishment 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.
The establishment 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 managers.
Tax obligations 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, etc.