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STEPS TO SETTING UP A COMPANY IN SPAIN

 

Obtain a certificate from Mercantile Registry that the company name you want is not already taken. You must provide us with 3 different names.
Open up a bank account in the company's name.
Deposit the share capital in the bank account.
Prepare the company constitution (Escritura).
Arrange a local Notary's appointment for you to sign the Escritura.
Obtain a temporary tax code (CIF) from the Tax Office.
Pay Stamp Duty at 1% of the initial share capital.
Obtain a certificate from the Mercantile Registry that the constitution has been signed.
Register your company's trading activity in Spain at the Tax Office.
Obtain a final tax code (CIF) for your business by presenting the certificate of constitution at the Tax Office.

All these steps are included in our Spanish Limited Company package. The price covers all costs to have your company up and running. This includes notary fees, Mercantile Register fees, and transfer tax/stamp duty (only for the minimum share capital of 3,006 euros).

The company will have a Spanish tax ID (CIF), which is the VAT registration number. You will have the tax ID the day you sign at the notary. With the tax ID, your company can do business anywhere in the EC.

 

PROCESS FOR BUYING A SPANISH READY MADE COMPANY

PURCHASE OF THE SHELF COMPANY
A shares purchase agreement would need to be signed in front of the Notary Public and the new shareholders would acquire the company.

 

SHAREHOLDERS RESOLUTIONS
A minutes of the Shareholders' Meeting would be prepared and signed in order to change the directors of the company, and if necessary, its business activity, its name, its registered address, its tax year closing, and any other necessary aspect. This would also be executed in front of the Public Notary.

REGISTRATION AND FILINGS
The purchase of the ready-made company and the shareholders corporate changes would be executed on the same date by the new shareholders in front of the Public Notary. EUROFINANZZA would then take care of the Registration of all those changes with the Spanish Commercial Registry. The company would be able to operate from the date of the signature of the documents without having to wait for the registration of the changes with the Commercial Registry. Once the company would wish to start its operations, it would have to submit two simple forms to notify the start of its business activities to the tax administration.

FINAL DOCUMENTS OBTAINED
The purchases and new shareholders of the company would be provided with all the documentation of the company which is as follows: formation Deed and original By-laws of the company. Tax number of the company. Share Purchase agreement. Public Deed with all the changes made to the company by the new shareholders. Certificate stating that the company had never traded.

 

PROCESS FOR THE INCORPORATION

EXECUTION OF THE NCORPORATION DEED
The execution of the formation deed will need to be done in front of a Notary Public in Spain. It will have to be granted by the shareholders or its representatives which will have to be present in front of the notary.

REGISTRATION AND FILINGS
After signing the formation deed the stamp duty has to be paid. The Company also has to obtain a tax number (CIF) and then the formation deed has to be filed with the Commercial Registry. The Commercial Registry has a period of 15 working days to register the Company or ask for any clarifications. Sometimes the Registry may take longer. Please note that the company will not be fully and legally incorporated until the registration is completed.

TIMEFRAME
Incorporating a S.A. or S.L. can take from 30 – 45 days. A quicker option would be to buy a ready made Spanish company and then make the relevant changes to its By-laws and other corporate aspects in order to adjust the company to your requirements.

 

 

YEARLY OBLIGATIONS

ANNUAL REPORT ON CORPORATE GOVERNANCE
listed companies must publish an annual report on corporate governance disclosing the corporate governance structure and its functioning in practice. The report will be sent to the CNMV and will be publicly available as a Relevant Event. The CNMV is entrusted with the supervision of the fulfillment of these corporate governance duties. The annual report must include, at least, the following information regarding the company: shareholding structure; administrative structure; transactions with shareholders and directors, and intra- transactions; risk-control mechanisms; procedure of the general shareholders' meeting; and degree of fulfillment of the recommendations on corporate governance. Failure to prepare or publish the annual report will constitute a serious administrative offence.

ACCOUNTANCY BOOKS
Prepare the official accountancy books and present them at the Commercial Registry in the period of 4 months following its year end closing (that is 30 April for a company closing on 31 December). If the company does not present them or if it presents them late, this could generate a fine even though the probability is low.

ANNUAL ACCOUNTS
Prepare and present the Annual Accounts (Balance, Profit and loss accounts) and the 'Memoria' (a report explaining the accounting procedures and standards used, evolution during the year, etc.).The presentation at the Commercial Registry has to be within the month after the approval of the annual accounts by the Annual General Meeting (that is normally the month of July for a company closing on 31 December) If the accounts are not filed, the Commercial Registry will close the Registry to the company so that it will not be able to change its board of directors, change its registered address, increase or reduce capital, etc.)

CORPORATE TAX
Prepare and present the Corporate Tax. The presentation at the tax administration has to be done in the 25 days following a period of six months after the year end closing (that is 1-25 July for a company closing on 31 December). Not presenting it will represent a fine coming from the tax administration; possibly a tax inspection and the company will be blocked if this is repeated in the next year.

ANNUAL STATUTORY AUDIT IF ANY
Unless specified otherwise in the Company Bylaws, companies will only be required an annual statutory audit if during the two previous tax years they fulfill any two of the three following conditions; total Assets' value surpass €2.373.998,00. Net annual Turnover surpass €4.747.996,00. Average number of employees surpasses 50. Reporting rights and reporting mechanisms: The Act differentiates between the information that shareholders may request before and during the shareholders' meeting:

Up to seven days prior to the shareholders' meeting, shareholders may request from the directors, as regards the meeting agenda, any information or clarifications they consider relevant, or formulate the written questions they consider appropriate. The directors must submit this information in writing prior to the day of the meeting.

During the meeting, shareholders can request verbally any information relating to the agenda which they consider relevant. In circumstances where the directors are unable to provide the information requested, they may submit this information within the seven days following the shareholders' meeting. The Act provides an exception when the president considers that disclosure of the information requested may be contrary to the company's interests. However, if the information request is supported by holders of 25 percent of the company's share capital, it cannot be refused.

Listed companies must also comply with the disclosure duties stated in the Public Companies Act, which they may do by any technical means. Additionally, they must have a web page disclosing any information determined to be relevant by the Treasury.

Failure to set up a web page or failure to display the required information on it will also constitute serious administrative offences.

QUARTERLY OBLIGATIONS
If the company is receiving invoices in Spain, where VAT is applied, in order to keep the right for its compensation, the company should present quarterly VAT declaration and a yearly declaration. The invoices should be reflected in the accountancy books. Also if the company makes payments to professionals, it will have to pay every three months for income revenue retentions made to professionals.

Finally, there will be the day-to-day and monthly tax, social security and other obligations depending on the employees that the company may have and the operations of the company.

 

NECESSARY INFORMATION TO BUY A SPANISH COMPANY
In order to proceed with the purchase of a Spanish company you will need to provide us with the following information so that we can adapt the company to your requirements:

 

NUMBER OF SHAREHOLDERS AND PERSONAL DETAILS
in order to prepare the share purchase contract and the company Minutes it is necessary to know the company future shareholders and their share percentage, along with the following personal information: name, address, married/single, of legal age, nationality, copy of valid Passport or National Identification Card. This information will be treated with the utmost confidentiality. Regarding Personal Data Protection, EUROFINANZZA fully complies with Spanish Personal Data Protection Law.

DIRECTORS AND OFFICERS
It is important to determine how the company will be governed. A minimum of one director is required and corporate directors are permitted. The By-laws of all companies sold by EUROFINANZZA allow you to have a Sole Director, a Board of Directors or two or more directors, which may act jointly or separately. The By-laws commonly also contain a clause providing that the Board of Directors may pass a resolution appointing specific directors, managers or attorney-in fact or officers to sign on behalf of the corporation.

REGISTERED ADDRESS
When purchasing a ready-made company at EUROFINANZZA it is necessary to determine the registered address of the company. Originally, the registered address of all EUROFINANZZA companies is in our address in Madrid . If you wish to maintain this same address, EUROFINANZZA offers this service to its clients in order for them to avoid and reduce to a minimum having to be physically present in Spain, especially at the start of operations when companies may not have an office yet. The use of this address has a cost of €580.00 every year, paid in advance.

If, on the contrary, you wish to use a different registered address other than the one provided by EUROFINANZZA this information should be provided to us before the purchase date so that we can change the registered address.

CORPORATE OBJECT
Unless otherwise specified, all EUROFINANZZA ready made companies have a corporate object focused on real estate trading and holding shares of other companies, import and export trading activities and telecommunications activities. If your company is going to carry out other activities than the ones mentioned above, it will be necessary to modify the corporate object. In order to adapt the corporate object to your specific needs, EUROFINANZZA needs a detailed description of all activities to be carried out by the ready made company. Once the corporate object has been determined we will confirm with you the specific wording.

COMPANY NAME
All our companies already have a name chosen by us. You can use that same name if you wish or we can change the company name. The registration of a new name with the Spanish Central Commercial Registry would take one week approximately.

OTHER CORPORATE ASPECTS
We can change any other corporate aspect that you wish to change. This would include change of the tax year closing, change of the shares transmission regime and any other bespoken change.

The basic steps to be followed for the formation of a new company in Spain are:

- Registration of the corporate name in Spain.
- Open a bank account in Spain on the name of the (would-be) new company and transfer the initial equity funds (share capital) into the new company's account by the founders.
Sign the Public Deed and Articles of Incorporation and appointment of the directors before a Spanish Notary.
- Obtain the corporation's VAT number, pay the applicable formation tax, and
-Register the new company with the Mercantile Registry.

When purchasing a ready made company, the most effective way to proceed, would be the one set out below. Also, we will always be available to discuss any doubt or issue by telephone, email or having a meeting: we should first prepare all the relevant changes to the company so that it is perfectly tailored to your requirements. In this regard, we would appreciate it if you could fill out the Online Order Form. Once we receive the form, we will send you a list of available company names, so that you can choose the name that better suits your business.

If none of the available names suit your future activities we can register a new company name for you. The registration of a new name with the Spanish Central Commercial Registry will take approximately 1 week. Please note that you can also change the company name at a later stage. If you decide to use an existing company name we can immediately proceed with the sale of the company.

Once you have decided on the company name we will contact you to confirm all the process and information contained in the Online Order Form.

We will then agree on a date to sign the company purchase contract in front of a Spanish notary public. You will also need to sign the company Minutes making the relevant changes to the company structure in order to adjust it to your requirements. You will need to be present in Spain for the signature in front of the notary public. If you cannot travel to Spain, we could organize some powers of attorney in our favor or in favor of another person, in order for such person to purchase the company on your behalf.

Right after the signature you will be provided with all the documentation regarding the company, such as:

- Incorporation Deed and Articles of Association
- Tax Identification Number
- Certificate of non-activity of the company
- Purchase Contract
- Details of the bank account already opened and
- Copies of the Minutes duly agreed.

The signed Minutes of the company making all the necessary modifications to the company structure will need to be filed with the Commercial Registry, although, the company is perfectly incorporated and you can start your operations. Please note that before trading with your Spanish company you will need to file form 036 and the Business Activity form with the Spanish tax administration. Both forms relate to the notification to the administration of the start of the company's activity.

We cannot file these forms in advance, since we commit to provide you with a company which has never traded. In any case, these forms can be filed in one day and we can assist you in such filings. In relation to your company's future operations in Spain we can assist you organizing all legal, tax, accountancy, employment and other matters. Generally, we will try to support you in any service you require through our in-house professionals or through other professional services organizations with whom we normally work.

 

EUROFINANZZA 'S STANDARD INCORPORATION PACKAGE
Obtain a certificate from Mercantile Registry that the company name you want is not already taken.
Government fees.
Applicant appointed as company founding Director (Administrator).
Applicant appointed as company Secretary.
You can use your address as a Registered Office Address.
€3,006 Authorised Share Capital.
Prepare the company constitution (Escritura).
-Arrange a local Notary appointment for you to sign the Escritura.
- Obtain a temporary tax code (CIF) from the Tax Office – VAT Number
Pay Stamp Duty at 1% of the initial share capital.
Obtain a certificate from the Mercantile Registry that the constitution has been signed.
Register your company trading activity in Spain at the Tax Office.

 

OUR STANDRAD COMPANY PROFILE
All our Spanish companies are trading or property management companies which include search name availability for your Spanish limited company.
Open up a bank account in the company name. Government fees.
Applicant appointed as company founding Director (Administrator) and as company Secretary.
You can use your Spanish address as a Registered Office Address.
€3,006 Authorised Share Capital.
Prepare the company constitution.
Obtain a temporary tax code (CIF) from the Tax Office. Pay Stamp Duty at 1% of the initial share capital.
Obtain a certificate from the Mercantile Registry that the constitution has been signed.
Register your company trading activity in Spain at the Tax Office.

All of the members of our team are experienced professionals with an international background who speak at least fluent English, French and Spanish. We always organise any project from the very beginning producing or requesting to the client all the necessary information and documents in order to avoid unnecessary proceedings and trying to be as efficient as possible. EUROFINANZZA provides a global service from the incorporation or the purchase of the company and throughout all the subsequent stages. In this sense, we also advise in Corporate/Commercial, Civil and Public law representing our clients in front of any local, regional, state or international authority. We can also arrange for all the company's accounts, tax and labour obligations to be duly fulfilled.

Before forming or buying a ready made Spanish company it is important that you know the existing types of Spanish companies and have other relevant information about companies' governance in Spain.

 

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