Setting up a company in Spain / registering a business in Madrid, Barcelona, Malaga, Marbella: Limited company registration steps, online information on how to register and...
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Setting Up a BusinessCompany RegistrationSetting up a company in Spain

Setting up a Company in Spain

The following text provides a concise summary of the bureaucratic and legal obstacles an entrepreneur faces when incorporating and registering a new company / firm in Spain. It outlines the steps necessary in launching a commercial or industrial firm with up to fifty employees and start-up capital of ten times the economy's per-capita gross national income (GNI).



1. Receive a certification of uniqueness of intended company name (certificación negativa de la denominación social) from the Mercantile Register
The uniqueness of the corporate name needs to certified and it can be acquired straight from the Central Mercantile Registry through filing of the corresponding form. It may also be applied for via mail or the Internet. The Central Mercantile Registry is required to mail the certification C.O.D. to the supplied address.
The intended corporate / business name will be reserved for up to six months from the date of issue of the certification, once the Registry grants the certification.
This certification has validity for three months from its issue date. If the company / business is not incorporated during this time, a renewal of the certification needs to be obtained. It is a requirement that the certification be attached to the public deed of incorporation.

2. Open a bank account for the company; deposit capital in the bank and obtain a deposit certificate
According to Spanish Royal Decree 1,784/1996 (Article 189, 2nd paragraph), at the time of the granting, the contributions may be given straight to the notary public before whom the deed of incorporation is going to be granted. This is to enable the notary to deposit them in the Company's bank account, provided that (i) the contributions are paid in with cash, and (ii) the request to deposit the capital is included in the public deed.

3. Grant a public deed of incorporation before a public notary
The following needs to be included with the public deed of incorporation (a) company shareholders identity; (b) their will to incorporate the company; (c) the payment made by every shareholder and the number of shares each shareholder has subscribed to; (d) the company bylaws; (e) the category of administrative body that will be in charge of the company / business; and (f) administrators / directors identity.

In accordance with Law 36/2006 (November 29, 2006) and the corresponding interpretation of the General Board of Registries and Notaries, the public deed of incorporation needs to contain a fiscal identification number for every shareholder and for every shareholder representative and director.

It is a requirement that the certificate of uniqueness of the corporate name and the certification issued by the bank be included with the public deed of incorporation.

A notary public may submit the incorporation documents to the Commercial Registry electronically, in accordance with Law 24/2005 (November 18, 2005).

Even though the electronic system has been put in place, it can not be used to establish a Limited Liability Company, as a result of the Asset Transfer Tax and Legal Document Act Tax which needs to be paid, after authorizing the public deed of incorporation and before it with the Commercial Registry, as the official form that needs to be completed with the relevant tax authorities ("Modelo 600") may be completed with the Tax Authorities in person or by electronic means. Nevertheless, it needs to be sent personally.

As of Royal Decree 8/2010, since 20 May to fight crisis notary charges have been decreased by 5%.

4. Submit Declaración Censal de Inicio de Actividad and receive the Tax Identification Number (Numero de Identificacion Fiscal, NIF) from the Delegación Provincial de la Agencia Estatal de la Administración Tributaria
Generally, the statement on the start-up of company operations (Declaración Censal de Inicio de Actividad) needs to be filed and the tax identification number needs to be received before the company begins business operations, and a copy of the public deed of incorporation needs to be filed with the Delegación Provincial de la Agencia Estatal de la Administración Tributaria with the relevant form. Via the same process, the business is required to register for VAT. A requirement for registering the public deed of incorporation with the Mercantile Registry and for paying the Asset Transfer Tax and Legal Document Act Tax (Impuesto de Transmisiones Patrimoniales y Actos Jurídicos Documentados), is the tax identification number. Form 036 can be filed in person with the Delegación Provincial de la Agencia Estatal de la Administración Tributaria or by registered mail, as well as the listed documents: (a) the original and a copy of the public deed of incorporation; (b) original or copy of identification documents (such as DNI or NIE for a foreign individual or legal entity) of the shareholders; and (c) original of an identification document (such as DNI or NIE for a foreign individual or legal entity) of the company representative.

5. Pay the Asset Transfer Tax and Legal Documented Act Tax (“Impuesto de Transmisiones Patrimoniales y Actos Jurídicos Documentados”) to the local tax authority
It is a requirement that the tax be paid within thirty business days of the public deed of incorporation issuance date. The company is required to complete the relevant form and file it with the local tax authorities, as well as a copy of the public deed of incorporation and a copy of the tax identification number. In order to register the public deed of incorporation of the company with the Mercantile Registry, payment of the asset transfer and legal document act tax is required.

6. File the public deed of incorporation of the company for its registration with the Mercantile Registry
Registration fees are calculated on variables including the total amount of the company / business share capital, the number of shareholders, and the category of administrative body. (Example) For a company / business that has share capital of EUR 219,760 with 5 shareholders and 5 members of the board of directors, the registration charge would be approximately EUR 159.

Fee schedule for registration:

  • If company share capital is not more than EUR 3,005.06: charge is EUR 6.01
  • EUR 3,005.06 to EUR 30,050.61: 0.10%
  • EUR 30,050.61 to EUR 90,151.82: 0.08%
  • EUR 90,151.82 to EUR 240,404.84: 0.06%
  • EUR 240,404.84 to EUR 601,012.10: 0.038%
  • EUR 601,012.10 to EUR 1,202,024.21: 0.02%
  • EUR 1,202,024.21 to EUR 6,010,121.04: 0.009%
  • Over EUR 6,010,121.04: 0.005%

In any situation, the regulated global tariff that applies will not be more than EUR 2,181.67. In accordance with Royal Decree 8/2010, as of 20 May to fight crisis charges for public registrar have been decreased by 5%.

The company / business public deed of incorporation needs to be filed with the Mercantile Registry of the area where the company / business has its corporate address within two months of the issuance date. In order to get the public deed registered, the Asset Transfer and the Legal Documented Acts Tax needs to be paid and the tax identification number received.

The company incorporation shall be printed in the Official Journal of the Mercantile Registry and the company will obtain legal entity status, after registration of the public deed of incorporation.

It is a requirement that registration be finished within fifteen days, in accordance with Law 24/2005 (as of November 18, 2005). Registration charges are decreased by 30%, if registration does not occur in that time frame. The law stipulates that all communication between notaries and the registry be electronic (using electronic notarial signature).

7. Legalize company books

8. Obtain a municipal license to open business premises (Licencia Municipal de Apertura) at the county/town council (Departamento de Urbanismo del Ayuntamiento)

The cost of getting the municipal license to open the company / business establishment (licencia municipal de apertura) is dependent on the category of license required and on the company's business operations. The amount is €405.90, for the pursuit of an operation which is not subject to any environmental assessment process. This is in accordance with the "amendment to the Tax Ordinance regulating the Tax on the Provision of Planning Services", which came into effect as of January 1, 2009.

9. File for social security and affiliate all workers with the local general treasury of social security (Tesoreria General de la Seguridad Social)
Once company registration is complete with Social Security, a state supervisory number is granted and given to the company /business. The necessary documents include (a) the corresponding form; (b) a copy of the public deed of incorporation; (c) a photocopy of the applicant’s national identity document or power of attorney; and (d) the company tax identification number. Company registration and employee affiliation needs to be made before commencement of any company / business operations.

As well as company registration, employee registration with the Spanish Social Security System is needed when hired by sending the listed documents: (a) corresponding form (signed by the company and the employee); (b) company representative powers of attorney; (c) a copy of the employee's national identity document (such as DNI, NIE, or passport); and (c) a copy of the company representative's national identity card.

10. Notify the Delegación Provincial de la Consejería de Trabajo e Industria The company is always required to maintain a visits book (libro de visitas). The following information needs to be mentioned: Company details, work place details and a description of company / business operations.

It is a requirement that the corresponding autonomous community is informed within the first thirty days of the commencement of operations and the opening of the workplace (Each autonomous community has its own form). An additional requirement that some have is that documents regarding work injury and safety (relating to the specific company / business in question) be filed in conjunction with the forms. Depending on the business / workplace operations, other forms and documents may also be required. The company is now able to register via the Labour Inspection's visits book's electronic system. This is in accordance with Spanish Labour Inspection's resolution, as of 25 November 2008.