Indicated below, the main information about the Legal System. This is an extract of the Invest in Spain.

In this document we analyze synthetically the main legal, tax, labour and procedural aspects of the Spanish legal system, in order to provide a general legal framework of our Country to those interested in investing in Spain.

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Establishment in Spain by foreign company:

  • Constitution of Company/Subsidiary.
  • Branch Office.

 

Legal Forms:

  •  Public Limited Companies and Limited Liability Companies.
  •  Personal-Based Companies.

 

A) Public Limited Company (“Sociedad Anónima”)

Main features:

  •  Minimum capital: € 60.000. Initial outlay of at least 25%.
  •  Capital divided into shares.
  •  Transfer of shares: freedom to transfer the shares.
  •  Limited liability of shareholders to their own contribution.
  •  Types of contributions: money and assets (with a previous expert opinion).
  •  Corporate bodies: General Meeting and Administrative Board.
  •  Administrative Board forms: a sole director, two directors (solidarity or joint), a Board of Directors (Chief Executive Officers).
  •  Term of office: six years, renewable. May be revoked at any time.
  •  Session without a call: Universal General Meeting.

 

B) Limited Liability Companies (“Sociedad Limitada”)

Main features:

  •  Minimum capital: € 3.000. Full initial outlay.
  •  Capital divided into shares.
  •  Transfer of shares: free transmission to own spouse, ascendants and descendants relatives, partners and companies of the Group except statutory provision.
  •  Limited liability of shareholders to their own contribution.
  •  Types of contributions: money and assets (optional previous expert opinion). Solidarity responsibility of the person providing and his own successors.
  •  Corporate bodies: General Meeting and Administrative Board.
  •  Administrative Board forms: a sole director, two or more directors (solidarity or joint), a Board of Directors (Chief Executive Officers).
  •  Term of office: Indefinite except by-laws provisions. May be revoked at any time.
  •  Session without a call: Universal General Meeting.

 

Formalities for the setting up of a company:

  •  Certification of the Corporate name.
  •  Bank deposit for the social capital amount.
  •  Obtaining individual NIE by the partner natural person or by the director of the company.
  •  Public deed before a Notary.
  •  Obtaining provisional VAT number and communication of the Company tax base and the Spanish VAT number to the Tax Office.
  •  Liquidation of the Constitution tax in the Region’s Tax Office: 1% (currently exempt).
  •  Registration of the notarial deed in the Commercial Registry.
  •  Statement of Investment in the Foreign Investments General Directorate: 1 month from the notarial deed.
  •  Obtaining the definitive VAT number.

 

Formalities for the establishing of a branch office:

  •  General Meeting Minutes and Statutes of the parent Company with a certified translation into Spain and The Hague Apostille.
  •  Constitution of bank deposit for the amount decided by the parent company.
  •  Notarial deed agreement of constitution of the branch.
  •  Obtaining provisional VAT number and communicate the tax base to the Tax Agency.
  •  Registration of the public deed in the Commercial Registry. No certification of the
  • Corporate name request.
  •  Statement of Investment in the Foreign Investments General Directorate: 1 month from the notarial deed.