TBA & Associates

Company formation in Spain

General overview

Located in the southwestern part of Europe on the Iberian Peninsula, Spain shares its borders with France, Gibraltar, Portugal, and across the Mediterranean with Morocco. It covers approximately 504,782 square kilometers and is home to notable cities like Madrid, Barcelona, Valencia, Sevilla, Zaragoza, and Bilbao. Spain comprises 17 autonomous communities and 2 autonomous cities.

Population

Spain’s population stands at around 46.7 million, with approximately 94% adhering to the Roman Catholic faith.

Language

While the official language is Castilian Spanish, other languages such as Catalan, Basque, and Galician are spoken in autonomous regions and hold official recognition.

Political structure

Spain operates as a parliamentary monarchy with King Juan Carlos I serving as the Head of State. The country adopted a new constitution on October 31, 1978, emphasizing democratic rights and freedom of expression. The Parliament, consisting of the “Congreso de los Diputados” (Lower House of Parliaments) and the “Senado” (Senate), comprises members elected via universal suffrage every four years. Spain is a member of the European Union, NATO, WTO, and is a signatory to the GATT agreement.

Infrastructure and Economy

After 15 years of above-average GDP growth, the Spanish economy faced a slowdown in late 2007, entering a recession in 2008 due to the collapse of the real estate and construction industry. The country’s tourism sector also felt the impact of the global economic crisis, with tourists increasingly choosing destinations outside the Euro Zone.

Key Information

Currency

Euro.

Exchange control

No exchange control for setting up a business in Spain or investing in Spanish companies or real estate. Repatriation of dividends, profits, and proceeds from sales or liquidation is unrestricted. Certain transactions need to be reported to the Bank of Spain for statistical purposes.

Type of law

Civil Law.

Principal corporate legislation

Companies Act, revised in 1989 and 1995 to align with EU legislation. In 1996, new regulations for the Mercantile Register were approved.

Procedure to incorporate

All shareholders or directors must hold a ‘D.N.I.’ (Spanish Identification Document) or ‘N.I.E.’ (Foreign identification number), if not Spanish or a resident in Spain.

Apply for an NIE at your local Spanish Consulate or Chief Police Office in Spain.

Obtain a certification of the uniqueness of the proposed company name (“certificación negativa de la denominación social”) from the Registrar of Companies (“Registro Mercantil”). The certification reserves the corporate name for up to 6 months.

Establish a bank account for the company, deposit capital, and obtain a deposit certificate. Contributions can also be given directly to the notary public during the incorporation deed.

Complete the single electronic form (DUE) and schedule an appointment with a notary. The Help desk for Entrepreneurs (PAE, Punto de Atención Empresarial) assists entrepreneurs in filling out the DUE. The PAE then sends the DUE to relevant administrative departments.

Obtain the registered public deed of incorporation of the company and the fiscal identification number (CIF) from a notary.

Submit a notification of the start of operations (“declaración responsable”) to an authorized private agency authorized by the municipality (ECLU) – Town Council.

Notify the Delegación Provincial de la Consejería de Trabajo e Industria within the first 30 days of commencing activities and opening the workplace.

Types of Companies for International Trade and Investment

  • Stock company (Sociedad anónima, S.A.).
  • Limited Liability (Sociedad de responsabilidad limitada, S.L.).

Restrictions on trading

Certain groups, including banking, insurance, financial services, consumer credit-related services, and employment agencies, face trading restrictions. Some transactions may require consent from the Department of Foreign Investments (Dirección Inversiones Exteriores).

Powers of company

A company in Spain has the same powers as an individual.

Language of legislation and corporate documents

All corporate documents and legislation are in Spanish.

Time to incorporate

Typically, it takes about 12 days to incorporate a company and approximately 40 days to register it. The company may be active from the date of incorporation.

Shelf companies available

Ready-made shelf companies are available for purchase.

Name restrictions

Names that are identical or similar to existing companies or well-known names found elsewhere are restricted.

Names requiring consent or license

Names implying association with the banking or insurance industries, such as “bank,” “building society,” “savings,” “loans,” etc., may require consent or a license.

Registered office required

A registered office must be located in Spain.

Share capital

The minimum required share capital for a Limited Company (SL) in Spain was reduced from 3,000 euros to 1 euro by Law 18/2022, published on September 29, 2022. This change aims to reduce formation costs and promote business creation.

Suffixes to denote Limited Liability

For Limited Liability companies in Spain, “S.L.” or “s.l.” and for stock companies, “S.A.”

Disclosure of beneficial owner to authorities

Yes, disclosure of beneficial ownership is required.

Our company licensing services

— What we do and do not do

Our company is EXCLUSIVELY engaged in assisting worldwide clients, either individuals or corporate entities, to get duly and properly licensed with local Regulators and Financial Authorities to get respective official licenses to legally carry out their cryptocurrency or financial related business activities.

TBA & Associates Tax Business Advisors does not provide or carry out any sort of Cryptocurrency or Financial services!

Disclaimer: While TBA & Associates strives to make the information on this website as timely and accurate as possible, the information itself is for reference purposes only. You should not substitute the information provided in this article for competent legal advice. Feel free to contact TBA Customer Services for advice on your specific cases.

We help you grow your business across international border and achieve financial efficiency.

We are ready to answer all your questions!