Company registration in Spain

Registering a company in Spain represents an endeavor of significance for entrepreneurs aiming to commence activities within the EU. The nation exhibits a relatively accommodating approach toward foreign enterprises. This discourse will delve into the essential legal prerequisites that necessitate adherence

OPF election

The option exists to establish a corporation in Spain within the year 2023, adopting formats like a restricted partnership (S.A.), a limited liability company (S.L.), and diverse categories of companies with restricted liabilities. The prevalent choice entails the establishment of an S.L. in Spain. Furthermore, entrepreneurs initiate the subsequent organizational forms:

INDIVIDUAL PROPRIETORSHIP;
collaborative enterprise;
offshoot
a subordinate unit.

Establishing a delimited enterprise in Spain

An established structural and jurisprudential manifestation (ESJM) among worldwide commercial owners is the corporación acortada privada, which converts to an exclusive delimited establishment. The funds of a Spanish SAP are compartmentalized into quotas, and every associate's responsibility is restricted to their specific input. The minimal authorized funds indispensable for the establishment sums to 3,000 Euros. The whole gamut of determinations within Spanish SAPs is executed through the collective assembly of the associates, accountable for designating a head endowed with the authority to conduct habitual preferences and supervise compliance with the statutes of federation.

Nuances of S.A. registration:

authorized capital: starting at 60,000 Euros;
issuance of shares without nominal value is prohibited;
a minimum of one director is required (multiple directors are permissible);
legal entities are eligible to be shareholders;
appointment of a secretary is not mandatory;
a single shareholder is permitted (as well as multiple shareholders);
individuals from foreign countries can assume roles as both directors and shareholders;
the company is obligated to furnish financial statements.

Conditions for setting up a limited company in Spain:

minimum sum of authorized capital for S.L. - 3000 Euros;
issuance of shares without stated value is not permitted;
at least 1 director is obligatory;
the director can hail from any location;
no obligatory stipulations concerning the presence and domicile of a secretary;
legal entities are ineligible for secretary roles;
a minimum of one shareholder residing in Spain or another nation is mandatory;
bearer shares are disallowed.

In both S.A. and S.L., the associates of a partnership are not accountable for its responsibilities.

It is achievable to enroll a business in Spain without a direct visit through the utilization of a power of attorney. YB Case personnel is prepared to deliver the essential assistance for this procedure.

Important

It's crucial to emphasize that entrepreneurs aiming to establish a company in Spain must ensure obtaining a corporate tax identification number. This unique number is provided by all regional tax authorities.

Selecting the name of the company

When choosing and registering the name, you need to satisfy the following requirements:

Use only Latin letters.
Include the legal form of the company (OPF).

Advantages of incorporating a Spanish company

Registering a company in Spain presents several notable benefits that position the country as an appealing destination for entrepreneurs and investors. Below are some key advantages of company registration in Spain:

Strategic geographical positioning: Spain's advantageous geographic location serves as a gateway for trade among Europe, Africa, and Latin America. This strategic positioning facilitates convenient market access and heightened prospects for business expansion.
Favorable tax framework: Spain boasts an appealing tax landscape for enterprises. Numerous tax incentives, rebates, and bilateral double taxation agreements exist, which effectively mitigate tax burdens and enhance companies' competitive edge.
Robust infrastructure: Spain's well-established infrastructure encompasses transportation networks, communication systems, banking services, and technological capabilities. This robust infrastructure fosters a conducive business environment, streamlines interactions with clients and partners, and ensures efficient company operations.
Skilled workforce: Spain offers access to a proficient labor pool enriched with diverse skills and expertise. The country's well-structured education and training system enables access to talented professionals, facilitating business advancement and growth.
Government backing: Spain actively bolsters entrepreneurship and investment through diverse programs and incentives. Government grants, financial backing, innovation initiatives, and research programs collectively foster company development, driving economic expansion.

Enrolling a corporation in Spain furnishes businesspersons and financiers with extraordinary opportunities for flourishing commercial advancement and proliferation within a propitious and encouraging ambiance.

Uncommonalities of establishment enrollment in Spain by an outsider

Wealths are safeguarded.
Compulsory perpetuation of pecuniary documents.
Any manifestation of enterprise that is non-ruinous to the Commonwealth is accessible.
OPF: S.L., S.A.
Compulsory yearly convocations.

Requirements for establishing a public limited liability company

This trade configuration is a species of endeavor necessitating ample funds and is denoted as a JSC, or Coalesced Equity Corporation. The least allotment funds must aggregate to no less than 60,000 Euros (with a minimum of one fourth being requisite to be disbursed prior to establishment).

Partakers' accountability in a Spanish JSC is restrained to their pecuniary infusion. Principal determinations are achieved through the General Rendezvous of Stakeholders. Usual verdicts are executed by the Council of Supervisors.

Enrollment of universal consortium

This OCF comprises of a minimum of two associates holding indistinguishable duties and prerogatives, being categorized as general companions. The liabilities of these associates encompass their individual possessions, and should the syndicate be dissolved, these assets can be employed to fulfill impending responsibilities.

Enrollment of a restricted accountability corporation

In Spain, an alternative companionship configuration subsists, denoted as a confined accountability consortium. This archetype revolves around cooperation amid a universal collaborator and a confined collaborator. The universal collaborator possesses dominion over momentous determinations, and if the confined collaborator is expelled, the consortium is disintegrated. This companionship configuration furnishes participants with adaptability and the capability to cooperate under perspicuously defined ordinances and responsibilities.

Who can open a PE?

If an individual opts for independent company registration in Spain, the sole proprietorship emerges as a highly fitting choice. This business model demands no obligatory minimum authorized capital, and all generated profits can be utilized freely by the company.

Fiscalisation

The current established criterion of CIT (Corporate Income Tax) persists at 25%. Newly formed entities are exposed to a diminished criterion of 15% for the initial dual years. Nevertheless, this criterion does not pertain to SAs or newly established entities that are constituent to a domestic or worldwide cluster.

Spanish VAT is imposed on inland provisions of commodities and amenities as well as on imports/procurements of commodities and amenities within the European Union (EU). Separate proportions are assigned to assorted classifications of commodities and amenities, with the established criterion of 21% suitable to standard provisions of commodities and amenities.

Company registration in the Canary Islands

In the Canary Islands, a singular toll acknowledged as the General Oblique Toll of the Canary Islands (IGIC) is executed in lieu of VAT. The habitual IGIC rate is 7 percent.

Capital Increments

Gains accrued amid a fiscal epoch are subjected to imposition in the equivalent year. This income is regarded as ordinary earnings and is susceptible to the prevailing ordinary income toll (CIT) rate of 25 percent.

Dividend Earnings

Dividends obtained from Spanish inhabitant conglomerates, where a minimum of 5 percent of equities have been detained for no less than one year, are exempt from imposition. Dividends obtained from inhabitant firms in which fewer than a 5 percent stake is retained (with an accession worth beneath EUR 20 million) are wholly subject to imposition.

Exotic Earnings

In pondering the foundation of a commercial entity in Spain, it is judicious to acknowledge that worldwide income from inhabitant firms is answerable to imposition. Nevertheless, the prospect exists to procure complete or partial toll exception if tolls are inflicted on the income both in Spain and in the outlandish realm where the profits were engendered.

Levies on Merchandise

The majority of imported wares are subject to levies on merchandise. These proportions are ascertained by the EU Communal Levies on Merchandise Tariff and fluctuate contingent upon the essence of the wares.

Indigenous Levies

Over and above the abovementioned tolls, specific indigenous tolls might be levied.

Enrolling a firm in Spain encompasses the composition of tenets of federation and submission of obligatory documentation, encompassing duplicates of stakeholders' passports, their autograph exemplars, and precise forms. A documented domicile is obligatory for firms established in this realm. Succeeding to incorporation, inaugurating a bank account for the Spanish firm and contracting a local accountant are likewise imperative measures.

Opening a corporate account in Spain

If you decide to open a corporate account, the following banks are worth considering:

Banco Sabadell
BBVA Bank
Bankinter
Each of them provides favourable banking conditions.

Assisting with company registration in Spain

Our proficient experts will provide aid to empower you in enlisting a unique Spanish enterprise and commencing a corporate account.

If you are unfamiliar with the local statutes, it is advisable to procure advice regarding corporate registration within Spain.

FAQ

Documents to be prepared to register a company in Spain?

The ensuing arrays of papers are obligatory to conduct establishment enrollment in Spain:

Petition parchment.
Elucidation of the pursuit.
Charters of Union and Remembrance of Union.
Details regarding the partakers and executors of the enterprise.
Elucidation of the configuration.

Can a non-resident register a company in Spain?

Indeed, the nation's juridical structure permits individuals from abroad to engage in commercial undertakings within Spain, contingent upon the fulfillment of specific prerequisites.

Timeframe for company registration in Spain

The typical span for the process of company registration in Spain is approximately 7 days. For further insights into the intricacies of establishing a business in this jurisdiction, kindly reach out to us through a convenient means of communication.