Starting your own business in Spain is an uncomplicated and clearly structured procedure. To open a company in Spain, a foreigner does not need to obtain any additional permits, does not need to be included in the list of co-founders of citizens of the country, and does not need to have a residence permit.
How to Start a Business in Spain as a Non-Resident?
Can a non-resident start a company in Spain? According to the Commercial Code, various types of commercial and non-commercial companies can be established in Spain, while the law does not distinguish between citizens and non-citizens.
The key procedural difference for these cases is that foreign founders who do not have a residence permit in Spain must first obtain a NIE number (Número de Identificación de Extranjeros) in the police, which is both a unique foreigner identifying number and a tax number. Citizens of Spain have a similar number from birth or from the entry into Spanish citizenship, as for residents, they can get it from the date on which a residence permit is received. In addition, those non-residents have this number who have bought real estate and/or a car and/or a yacht in Spain – any movable and immovable property that requires the payment of taxes and, accordingly, mandatory registration with the tax authorities.
Also, a foreign founder who does not have a residence permit with the right to work for himself as an entrepreneur (and sole founders or founders who plan to actively manage the business are obliged to register with the Social Insurance institutions as an entrepreneur-founder – autónomo societario, will be required to appoint a manager. Such a manager can be either a citizen of the country or a resident alien with the right to work.
Choosing the Organizational and Legal Form of a Company in Spain
In Spain, there are various types of business companies, but the most popular are Sociedad Limitada (S.L.) or Sociedad de Responsabilidad Limitada (S.R.L.), which are synonyms – an analogue of the Limited Liability Company (LLC). As for Sociedad Anónima (S.A.), this is an analogue of the Joint Stock society (JSC).
One founder can start a company in Spain, in which case, it will receive the note «Unipersonal» – Sociedad Limitada Unipersonal (S.L.U.) or Sociedad Anónima Unipersonal (S.A.U.).
The minimum amount of authorized share capital for Limited Liability Companies or LLCs is 3,000 €, compared to 60,000 € for Joint-Stock companies.
Preparations for Opening a Company in Spain
Only large companies in Spain have in-house accountants, tax advisors and HR specialists. All small and medium-sized businesses entrust accounting and tax accounting, as well as personnel accounting, to third-party specialists and consulting companies – asesor/asesoría in Spanish.
These are the specialists that will register a new legal entity with the tax authorities and social insurance authorities, prepare employment contracts, keep legal, tax and payroll records, prepare annual reports and submit them to the Commercial Register. The well-being of your business will be very much dependent on their competence and timeliness.
Already at the stage of preparations for the opening of the company in Spain, we recommend you to get detailed consultations on the following issues:
- Minimization of taxes and tax planning (VAT, income tax, non-resident income tax, tax on personal income, fiscal calendar and submission of tax declarations);
- Compliance with labor laws (employment contracts, hired personnel, dismissals, social contributions, compensation);
- Required licenses and business permission;
- Founder’s loans and third party funding;
- International transactions and VAT accounting, etc.
Steps to Start a Company in Spain
Step 1. The process of opening a company in Spain begins with the choice of the brand name of the legal entity – the name that will appear in all registers, statutory documents, declarations, official documents, seals and stamps. It must be unique, for which a corresponding application is sent with five options to the in the Central Mercantile Register (Registro Mercantil Central): the Register checks and approves one of the names, observing the order of preference that you specified, or rejects the application. In the second case, you will have to send a new application with new names. The entire procedure takes place electronically and takes from several days to several weeks.
The official name may appear only in documents. For current activities, the founder has the right to choose any commercial name, register a trademark, etc.
Step 2. As we noted above, if the founder does not have a NIE number, it will be needed to obtain it in the police station that works with foreigners at the place of residence.
Step 3. With the certificate from the Commercial Register, NIE number and a valid passport, the founder can apply to open a bank account in the name of the company in Spain. Any bank can be chosen. Prior to notary registration of the statutory documents, the amount of the authorized capital must be deposited on the company’s current account: S.L. – 100% paid, S.A. – 100% signed and 25% paid. After the completion of the registration procedure, the authorized capital can be used for the current operational needs of the company.
Stage 4. The Company Charter in Spain is always certified by a notary. The following information is mandatory in the statutory documents:
- Brand name of the legal entity, approved by the Central Commercial Register;
- Company’s goals and type(s) of economic activity;
- Legal address of the company in Spain;
- Management structure, information about the manager, the procedure and form for convening a general meeting, the procedure and form of convening of the general meeting for making decisions, the procedure for conducting a reorganization or bankruptcy;
- Information on the founders (participants) of the legal entity, amount of the authorized capital broken down into shares, the nominal value of shares, the percentage of participation of each co-founder, the procedure for selling and/or transferring shares.
- After notarization of the statutory documents, payment of the notary’s fee, taxes and duties, the documents should be sent to the local branch of the Commercial Register for registration.
Step 5. Without waiting for the end of registration in the Commercial Register, the assessor proceeds with the registration of the newly established company with the tax and social authorities. To do this, a NIF number (Número de Identificación Fiscal) – a Tax Identification Number is requested, and then the legal entity is registered in the Register of Economic Activity Tax and as a VAT payer. In parallel, the manager of the company (the owner himself, or his authorized trustee) is to be registered with the Social Security as an individual businessman, and then contracts with employees can be concluded, followed by their registration.
Step 6. The final stage includes additional formalities: obtaining a Complaints Book (Hojas de Reclamación), which are mandatory to be found in every office and in every production facility of the company; ordering a stamp; installation of fire extinguishers; obtaining a license for opening and doing business in the City Hall (Ayuntamianto) – Licencia de Apertura (if necessary) and/or a license to carry out repair and construction works.
After completing all the formalities, the company in Spain can start operational activities. We remind you that the responsibility of S.L. and S.A. on obligations is limited to company’s property. However, in certain circumstances, if knowingly illegal activity, negligence, improper performance of the obligations regarding corporate management on the part of the manager will be proved, then part of the responsibility may be attributable to him.
