Setting Up a Limited Company in Spain

Published on 25/01/2010 in Working in Spain

Q1: What is an SL company,  Socieded Limitada (LIMITED LIABILITY COMPANY)?

A1: It is a mercantile organisation in which the capital or money invested by the partners is divided into the company’s shares or participations. The investment contributions of the partners could be monetary or non-monetary.

 

Q2: What types of Limited Liabilities exist?

A2: There are different types of limited liability companies in Spain. Broadly speaking company types will depend on:

    1. The minimum number of partners
    2. Minimum and/or maximum investment required for its establishment.
    3. Social Security system in which partners/workers are or have to be registered.
    4. Some companies may benefit from state or local financial aid and some other sorts of assistance.

 

In this sense the Limited Companies that may be incorporated within the Spanish territory are:

Company Type Number of Partners Minimum

Capital-Investment

Liability Social Security System
Sociedad Anónima (S.A.) Minimum 1 Minimum €60,101.21

Disbursed Capital must be at least 25%

Limited to the Capital Invested Autonomous (independent Worker) for those partners who work in the Company
Sociedad Limitada Nueva Empresa (S.L.N.E.) Minimum 1

Maximum 5

Minimum €3,012 totally paid.

Maximum €120,000

Limited to the Capital Invested Autonomous (independent Worker) for those partners who work in the Company
Sociedad Limitada (S.L or S.R.L.) Minimum 1 Minimum €3,005.06 totally paid. Limited to the Capital Invested Autonomous (independent Worker) for those partners who work in the Company
Sociedad Laboral

Anónima

Minimum 3 Minimum €60,101.21

Disbursed Capital must be at least 25%

Limited to the Capital Invested General or Autonomous System for those partners who work in the Company
Sociedad Laboral Limitada Minimum 3 Minimum €3,005.06 totally paid. Limited to the Capital Invested General or Autonomous System for those partners who work in the Company
Sociedad Cooperativa Minimum 3 Minimum €1,803.04 Limited General or Autonomous System

 

Q3: What’s the advantage of establishing a company instead of being an sole trader or "Autonomo"?

A3: The first and most important advantage is that with a Limited Company your liabilities with third parties are backed up only by the company’s assets. As a independent worker you would have to face any liability with your own personal assets and thus is considered as unlimited.



Q4: Which is the minimum investment required to incorporate a limited liability company?

A4: As shown in the chart above each Limited Company Type has its own minimum investment requirements. Some of them additionally require that the investment is paid (deposited in the Company’s Bank Account) before the company is formally established when signing the title deeds in the Notary.

 

Q5: What steps must be followed to establish a Limited Liability Company and to start its economic activity?

A5: The chart below outlines the steps necessary to establish a limited Liability Company.

Step Procedure / Step Purpose Where Form – Price Important Info

Documents Required

COMPANY’S ESTABLISHMENT AND REGISTRATION
1 Company’s Name Negative Certificate Verify the Company’s Name is not in use by another individual or Company Registro Mercantil Central.

www.rmc.es

Certificación Negativa de Denominación The Company’s Name reservation is valid for 15 months, although the Certificate is valid for only 2 months
2 Bank Deposit Bank Account Opening and Required investment (Capital) Deposit Any Bank within the Spanish territory chosen by the Entrepreneurs
S.L. :€3.006

S.A. :€15,025.50 (MINIMUM)

Bank Deposit Slip expires 2 months after it has been issued
3 Drafting and Registration of Company’s Constitution Document Constitution that sets the Company’s Economic Activity purpose and Regulations Notary Public. It may be advisable to hire a lawyer to draft the Constitution Depends on the Company’s Capital

Lawyers Fees

Company’s Name Negative Certificate

Company’s Constitution

Bank Slip

4 Provisional Tax I.D Number (C.I.F.) Tax ID Application to obtain the Provisional Number and the ID stickers.
Tributary Agency (Agencia Tributaria) that corresponds to the Company’s Fiscal Address

www.aeat.es (they have some sections in English)

MODEL 036 or 037 DNI or NIE copy of the manager and all the partners.

Original and Copy of the Company’s Constitution Document

5 Patrimony Transfer and Documented Legal Acts (ITP y AJD)Tax Payment Payment of the Company’s establishment inherent taxes Dirección General de Tributos de la Consejería de Hacienda MODEL 600

Tax: 1% of the Company’s Capital

Simple Copy (Nota Simple) of the Constitution Document certified by the Notary

Original Constitution Document

Deadline: 30 days after the Constitution has been signed

6 Company Registry With this Registration the Company acquires legal authorization to operate. Registro Mercantil that Corresponds to the Company’s “Social” Address

(usually the Province Mercantile Registry)

Depends on the Company’s Capital.

S.L. €180 APX

S.A. €210.35 APX

Original Constitution Document

Paid MODEL 600

Provisional CIF

Deadline: 2 months after the Constitution Document has been signed

7 Accounting Books

Legalisation

Libro de Diario

Libro de Actas

Libro de Socios


Registro Mercantil that Corresponds to the Company’s “Social” Address
  Request Form and

Company’s Books

COMPANY’S ECONOMIC ACTIVITY START UP
8 Economic Activity Start Up Declaration

(Declaración Censal de Inicio de Actividad)

Declaración Censal de Inicio de Actividad. Economic Activity Registration Tributary Agency (Agencia Tributaria) that corresponds to the Company’s Fiscal Address MODEL 036 or 037 CIF

DNI/NIE of the Manager or authorised person to act on behalf of the company

Deadline. Before starting the company’s activities

9 Partner’s Social Security Registration Depending on the type of company and the number of shares in the company, working shareholders must register in the Social Security as Autonomo. City’s Tesorería or Administración General de la Seguridad Social Official Model TA521 Regimen especial de Autonomos (Special System for Independent workers)

Social Security

Social Security card

Economic Start up Declaration Original and Copy

Constitution Document Copy

DNI/NIE of the insured individual Original and Copy

Deadline: Up to 30 days after starting the company’s activities

10 Company’s Social Security Registration If the company plans to hire employees
City’s Tesorería or Administración General de la Seguridad Social
Official Model TA6

Social Security Company Registration

 
11 Workers’ Social Security Registration When the company hires employees.

If employees are not registered in the Social Security System they must be first registered

City’s Tesorería or Administración General de la Seguridad Social Official Social Security models TA1 and/or TA2
DNI/NIE copy of the employee

Social Security Card

Deadline: Before the employee starts working for the company

12 Work Centre Operation Start Up Communication Entrepreneurs must notify the opening of their work centre
Dirección General de Trabajo of your Autonomous Community
Free Model of Work Centre opening Deadline: Within 30 days after opening the work centre
13 Autonomous and Municipal Licenses
Some economic activities require special licenses or permissions
Depends on the Activity and the licenses or permissions required Depends on the Town Hall Depends on the Activity
14 Book of Visits (Inspections) Purchase When starting activities
Specialized Bookstores or in Inspección del Trabajo
Libro de Visitas  
15 Definitive Tax I.D. Number Once the Company is registered Administración o Delegación of the AEAT MODEL 036

Signed y the manager and the partners


DNI/NIE copy of the Model c30 signee

Original Copy and Copy of the Constitution Document

Provisional CIF

Deadline: Before the expiration date of the Provisional CIF

 

Q6: What is considered as the Social Address of the Company?

A6: The social address of the company is where the main office is located and where the management of the same is effectively carried out. A Spanish Social address must be located within the Spanish territory.

 

Q7: What is considered as the Fiscal Address of the Company?

A7: The fiscal address of the company is analogous to the social one and hence is the place where the economic and managerial activities of the company are carried out.

 

Q8: May a Limited Liability Company have Branches?

A8: Yes, It may have branches and as many as it considers necessary for its economic purposes.

 

Q9: May a Limited Liability company have branches in foreign countries?

A9: Yes, a Limited Liability Company may have its branches either within the Spanish territory or abroad in any foreign country.

 

Q10: Do I need to produce a Constitution Document?

A10: Yes, it is obligatory to draft the company’s constitution document in order to be able to establish a company. This document has to be notarised and also registered in the Mercantile Registry. This document has to be granted by all the company’s partners.

 

Q11: What elements or aspects need to be mentioned or be contained in the Constitution Document of the Company?

A11: The aspects or elements to mention in the Constitution Documents are:

  1. Partner’s name and Identification Numbers (NIE, DNI, Passport).
  2. Partners individual investments or contributions.
  3. Number of shares and their unit price.
  4. The appointment of the company’s manager.
  5. Description of the Economic Activity of the company. Company’s purpose.
  6. The Company’s articles of constitution

 

Q12: What must be indicated in the Constitution Articles of the Company?

A12: The information required in the Company’s Constitution Articles is:

  1. Company’s name and Social Address
  2. Company’s economic activity purpose
  3. Period of the fiscal Economic Activity exercise.
  4. Company’s Capital and Shares
  5. Managerial proceedings and organisation as established by law:
  • 1 Manager
  • Board of Administrators… among other types.

    Normally the Company’s Manager or administrators are the company’s shareholders or partners, but it may be appointed a totally independent person(s).

Written by: Maria de Castro

About the author:

Maria de Castro is a Spanish Lawyer and the Director of the Law Firm www.costaluzlawyers.es.

Costa Luz Lawyers are contract and consumer real estate law specialists covering all parts of Spain. You can contact Maria at mldecastro@costaluzlawyers.es




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Comments:

Alex Verdu said:
14 February 2011 @ 15:42

The information included in this article is absolutely out of date. Since 1 September 2010 the new Companies Act in Spain (Texto Refundido de Sociedades de Capital) has ended with the difference between Sociedades Anonimas and Sociedades de Responsabilidad Limitada. There are also improtant changes in relation to the share capital and Directors liability. For further information, please do not hesitate to contact our Law Firm, hc solicitors LLP, at spanishgroup@hcsolicitors.co.uk.
Regards,
Alejandro Verdu de Haro
REL/Abogado
hcsolicitorsLLP



HOURI said:
18 May 2010 @ 17:26

I've a diploma from university in corrosion and protection, looking for a work in spain, who can help me, please contact:
houri.mk@gmail.com
Mobile: +213552063146


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