Incorporating a Limited Company in Spain

The procedures for setting up a Limited Company (SL) involve a series of steps, from the application for the company name, the execution of the public deed of incorporation and registration in the Mercantile Register, and, in addition, registration with the tax authorities and, where applicable, with the Social Security authorities.

Requirements for setting up a limited company

There are different requirements for setting up an SL, among which the following are worth mentioning:

  • Obtaining the negative certificate of company name: an application must be made to the Central Companies Register indicating 5 possible names for the company. Within 48 hours the Central Mercantile Register will issue a certificate which will be a confirmation of the desired name. In the application it is necessary to indicate the name of a partner of the future company as the beneficiary of the application, but this partner does not have to be the director of the company.
  • Share capital: for the incorporation of an SL, 3,000 euros are required to be contributed to the company’s share capital. This can be in cash or include a contribution in the form of real estate, furniture or any other non-monetary asset or right that can be economically evaluated.
  • Opening a bank account: with the share capital, the partners must open a bank account at any bank, for which a document proving that the company name is confirmed may be requested. When the deed of incorporation of the SL is executed, the certificate of deposit corresponding to the cash contribution must be provided, which must be issued by the bank where the procedure was carried out.
  • Hold a DNI or NIE: the partners of the SL and the administrators must have a DNI or NIE number. In the case of a legal entity, they must have the NIF.

Steps to set up a limited company

When setting up a limited company there are 9 essential steps. Here is a step-by-step explanation of the process of setting up an SL:

1. Application for the name of the company

This step ensures that the name chosen to identify the SL has not been used by another company. Five possible names must be included so that if the first choice is already assigned, the certificate is granted for the next one. This procedure can be done electronically on the website of the Central Commercial Register.

After receiving the Negative Certificate of Company Name the applicant has three (3) months of validity of the document to register it before a notary public. If this procedure is not completed within the stipulated time, the name is no longer reserved and will have to be reapplied for.

2. Opening the company’s bank account

With the Negative Certificate of Company Name, the bank account is opened, with a minimum of 3,000 euros, so that the bank can issue the deposit certificate.

The deposit certificate must be taken to the notary public on the day of incorporation.

3. Drawing up the articles of association

The articles of association of the limited company contain the structure, internal functioning and regulations on which the company is to be governed.

The articles of association must contain information such as the name of the company, the identification of the type of limited liability company, the corporate purpose with the activities that comprise it, the registered office in Spanish territory, the closing date of each financial year, the share capital and the shares into which it is divided, the nominal value and numbering of each share, as well as the system of administration of the limited liability company, among other obligatory mentions, plus those that may be included by virtue of the autonomy of the will by decision of the shareholders with regard to the company rules and the principles that shape the type of company.

4. Public deed of incorporation of the company

All shareholders of the private limited company must go to the notary’s office either themselves or their representative to execute the deed of incorporation. On the day of signing the public deed, the certificate of the company’s name and the bank’s certificate of the contribution of the share capital to the account in the company’s name must be brought to the notary’s office.

In addition, the articles of association, the original of the ID card of each shareholder and, if the shareholder is a foreign shareholder, the declaration of investments abroad, among other things, must be submitted.

5. Obtaining the company’s NIF

The next step is to apply for the provisional NIF at the AEAT. The following must be submitted:

  • Photocopy of the DNI of the signatory.
  • Photocopy of the deed of incorporation of the company.

The provisional NIF will be valid for a temporary period of six months and once the company is registered in the provincial Mercantile Register, the definitive NIF can be requested.

6. Registration in the census

To register the company in the Census of Entrepreneurs, Professionals and Withholders, Form 036 must be completed.

7. Registration in the Provincial Companies Register

The partners must register the company in the Companies Register of the province where the company’s registered office is located. To do so, the following must be provided:

  • Certificate of having filed Form 600 – Transfer Tax and Stamp Duty (ITP/AJD), even if exempt.
  • Copy of the provisional NIF.
  • Deed of incorporation.
  • Registration form in the Mercantile Register.

At the time of filing with the Mercantile Register, a provision of funds will have to be made for the registration. The provision is usually approximately 200 euros and at the time of collection either the excess fees will be refunded or the difference will be paid.

8. Obtaining the definitive NIF

Once the company is duly registered in the Mercantile Register, we will proceed to apply for the definitive NIF by filing Form 036.

Incorporation of companies online

Company incorporation via the Internet (CIRCE) is a system that offers the possibility of carrying out the procedures for the incorporation and start-up of the Limited Company by telematic means. This avoids the need to travel and produces substantial savings in time and costs. For companies with share capital not exceeding 3,100 euros, the notary fees established in Royal Decree Law 13/2010 will be applied.

To set up a company online, the entrepreneur, either by him/herself or by going to an Entrepreneur Service Point (PAE), must fill in the Single Electronic Document (DUE).

Once the completed DUE has been sent over the Internet, the online processing begins. From this moment on, the telematic processing system (STT-CIRCE) sends each body involved in the process the part of the DUE that corresponds to it so that it can carry out the procedure within its competence.

The system also allows the status of the dossier to be consulted via the Internet, subject to prior authorisation: access to dossier consultation.

Steps to be taken before carrying out the above procedures:

1. Reservation of the company name

This step makes it possible to ensure that the name chosen to identify the SL has not been used by another company. Five possible names must be included so that if the first choice is already assigned, the certificate is granted for the next one. This procedure can be done electronically on the website of the Central Commercial Register.

After receiving the Negative Certificate of Company Name the applicant will have three (3) months of validity of the document to register it before a notary public. If this procedure is not completed within the stipulated time, the name is no longer reserved and will have to be reapplied for.

2. Contribution of share capital

When filling in the DUE (at a PAE or directly by the interested party), it is only necessary to indicate the amount of capital, the shareholding of each partner and, in the case of non-monetary contributions, a brief description of the asset contributed and its value.

The accreditation of the contributions to the capital must be made before the notary at the time of signing the deed of incorporation. Notwithstanding the above, such accreditation is not necessary if the founders state in the deed that they will be jointly and severally liable to the company and to the company’s creditors for the reality of the contributions. For accreditation purposes, a distinction must be made between two types of contributions:

  • Monetary contributions: a bank certificate is to be provided certifying the deposit of the corresponding money by each of the partners making the contribution.
  • Non-monetary contributions: it is advisable to check with the notary’s office beforehand which documents are required to prove the value of the assets contributed. Partners married under a separate property regime must go to the notary’s office with the marriage contracts.

Next steps to be taken:

1. Completion of the DUE

Once the aforementioned actions have been carried out, the DUE must be completed and sent. The DUE can be completed in two ways:

By the entrepreneur himself/herself. It is an essential requirement to have an electronic certificate.

Once sent electronically, the DUE will be reviewed by the DGIPYME technicians and, if they detect any errors, they will contact the entrepreneur to correct them, otherwise they will continue with the process.

The entrepreneur goes to a PAE centre for help in completing the DUE.

2. Granting of the Deed of Incorporation

Once the DUE has been sent, a request is generated for an appointment with the Notary Office chosen for the granting of the public deed of incorporation of the company. This appointment is obtained immediately by means of real-time communication with the Notary Agenda system, which provides the details of the Notary’s office, the date and time of the appointment.

The entrepreneur must attend the appointment with the notary with the following documents:

  • The certificate of payment of the share capital (the obtaining of this certificate has been explained above in “Contribution of the share capital”).
  • The negative certificate of the company name obtained from the Central Commercial Register (how to obtain this certificate has been explained in “Reservation of the company name”).

3. Applying for the provisional NIF

The Tax Administration, with the information provided by the Notary’s Office, sends the provisional NIF.

The Census Declaration is then communicated to the competent Tax Administration, and the Census Registration is carried out.

4. Settling the Transfer Tax and Stamp Duty

Currently, the incorporation of companies is exempt from payment of Transfer Tax and Stamp Duty (ITP/AJD).

However, it is necessary to obtain proof of payment of the tax (Form 600) from the relevant Autonomous Community. This justification is obtained through the STT-CIRCE without the entrepreneur having to worry about requesting it.

5. Registration in the Provincial Mercantile Register

The partners must register the company in the Mercantile Register of the province where the company’s registered office is located. To do so, the following must be provided:

  • Certificate of having filed Form 600 – Transfer Tax and Stamp Duty (ITP/AJD), even if exempt.
  • Copy of the provisional NIF.
  • Deed of incorporation.
  • Registration form in the Mercantile Register.

At the time of filing with the Mercantile Register, a provision of funds will have to be made for the registration. The provision is usually approximately 200 euros and at the time of collection either the excess fees will be refunded or the difference will be paid.

6. Obtaining the definitive NIF

Once the company is duly registered in the Mercantile Register, we will proceed to apply for the definitive NIF by filing Form 036.

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