Starting a business in Spain doesn’t have to be a difficult question when you have the right people close to you. Opening a company in your country of origin is already a challenge, let alone in a different territory with a totally different language, culture and economy.
That’s why we always reinforce that efforts to open a company must be accompanied by specialists who indicate the best path. As much as Youtube is full of tips from people who have had their experiences, it is important to remember that each case must be treated individually to avoid problems.
We created this content as a practical guide for anyone who sees a potential for business expansion in Spain, that is, companies that want to go international .
For a Brazilian to open a company in Spain , there is nothing better than another Brazilian who already has years of experience in the European market, in addition to a lot of experience in the business field.
Let’s get to the content we promised, then.
How to create a Limited Liability Company (SL) in Spain?
After the implementation of the Startups Law in Brazil, there was great interest on the part of entrepreneurs to expand their businesses to other countries.
This means that any EU natural or legal person can set up a limited liability company in Spain.
However, there are some essential characteristics to take into account when creating an SL (Limited Company):
- The cost of incorporation.
- Various liability issues.
- Tax regulations.
- Reporting requirements.
Choosing the right form and structure for a business during the start-up phase can influence its future success from the start.
Click below and learn which is the best country in Europe to undertake: Spain v Germany.
What is a limited liability company in Spain?
An SL in Spain is a limited liability company. It represents the most common form of company for local and foreign investors.
A limited liability company is characterized by a high degree of flexibility, as the owners themselves can set their own rules in the company.
In Spain, creating an SL is normally used for small and medium-sized companies.
Incorporation of companies
Each type of company incorporation in Spain must take into account the advantages and disadvantages of different legal forms and their consequences for shareholders and administrators.
There is not only the question of liability, but also the particular tax aspects that can affect each shareholder and that must always be considered individually.
In Spain, it can take between 30 and 40 days from the incorporation of a company to its registration in the commercial register. However, the company can already be active as soon as the deed of incorporation is drawn up and a tax identification number is assigned.
The request for a free signature and the preparation of the notarial deed take between three and five days.
Costs to set up an SL (Ltd.)
The costs of founding an SL in Spain are 1,500 euros for the preparation of all documents and around 500 euros for the notary, registration and activation of the company.
Consultation with individual partners and administrators, preparation and follow-up of the consultation with the notary are already included in the price.
Maintenance costs of a limited liability company
For those who are looking for content related to how to open a business in Spain, it is more than essential to know details of extra values, since most articles focus only on the tabulated values of each stage.
Depending on the complexity and business volume of the partners, an annual value between 3,000 and 5,000 euros must be calculated.
This shows that the value of 1,500 euros is only an initial value for the bureaucratic part.
How to open a company in Spain: Opening a SL
Below we describe the processes on how to open a company in Spain .
However, it is important to remember that even though there are different guides and articles on how to carry out the process, it is important that you consider an internationalization consultancy to make the process safer.
That said, let’s move on to the processes:
1 . Company name request
A request is made to the central registry of company names to verify that the desired company name is available and usable. Three to five alternate names may be requested.
2 . Opening a business account
Share capital must be paid into a Spanish bank account before the company is incorporated. In consultation with the notary, the bank confirms the balance by means of a certificate (3,000 euros for an SL).
3. Granting of powers of attorney
In case of need, such as the absence of partners, the incorporation of a company in Spain can be done through the granting of powers of attorney. If you are unable to personally attend the consultation with the notary at the time of incorporation, we can act as your representatives through a prior power of attorney.
4. Preparation of statutes and statutes
The statutes and statutes establish all the legal circumstances of the company, such as location, object, partners, share capital, rules between partners, management…
The articles of association form the legal basis for the company’s future activities, both internally and externally. They can be of great importance for the tax treatment of the company and shareholders. For this reason, statutes should always be drawn up with the help of a tax advisor.
5. Notarial certification
The company’s constitution and statutes are certified by a Spanish notary. All founding partners and administrators must be present or represented by a proxy.
6. Registration in the commercial register
After notarization and payment of the registration fee, which is approximately 150 euros, the company is registered in the commercial register. Partners remain anonymous, managing directors are published.
7. Assignment of a tax identification number (provisional)
At the Civil Registry Office, a company can be assigned a provisional tax identification number (CIF/NIF) through the digital transmission of the constitution to the tax administration.
From that moment, the company can start to have activity (facilities).
After registering the company, the following steps are performed:
> Registration and activation of the company in the tax administration.
> Request and activation of the tax identification number (NIF).
> Application for VAT identification number for international trade.
> Possible request for licenses and operating permits, depending on the type or sector of the company.
> Company registration with Social Security, registration of employers and workers.
> Enrollment of directors in Social Security.
Founders and foreign investors: how to open a company in Spain
If the founders, shareholders, partners, members of the board of directors or general managers are foreigners, the following complementary processes must still be carried out:
> Every shareholder and director needs a Spanish NIE (tax identification number). This can be requested at the local immigration office in Spain or at any Spanish consulate abroad.
> Optional residency application, if desired, for managing directors and board members.
> In the case of large investments with foreign capital, authorization must be obtained from the Ministry of Foreign Affairs.
> In the case of the transfer of large sums of money from abroad to the foundation or operation of the company, such transfers are subject to the regulation of the Money Laundering Act. An unannounced transfer of large sums of money may result in the transfer of funds blocked or even confiscated.
What is the minimum share capital?
The minimum share capital to create an SL in Spain is 3,000 euros and must be deposited in a company’s national account at the time of incorporation.
When is share capital available?
Once the company is recognized and registered in the commercial register, the share capital is freely available.
Who is responsible for social security and what are the costs?
In general, the directors of a Spanish public limited company (SL) are subject to social security contributions.
The minimum amount payable to administrative administrators is 318 euros per month. Members are not required to pay social security contributions while they are not active in Spain.
How to open a company in Spain: Common mistakes when incorporating an SL
If this is your first time looking for content on how to start a business in Spain , it is more than important to understand which mistakes you cannot make in your internationalization plan .
To avoid further costly problems and irregularities in the life of the company, it is advisable, even before incorporating the SL, to consider planning in accordance with corporate law, not as a problem, but as an opportunity.
To avoid major errors, the following points, among others, must be taken into account:
- Type of Company.
- Shareholders agreement.
- Types of licenses and commercial permits.
- Business planning.