Spanish Company Formation

The most popular form of spanish company is the SL, the SL or in full Sociedad Limitada is much the same as most other Ltd companies which are formed in other european countries . The formation generally takes around 14 days from start to finish. The company will require a registered office in Spain and this will be arranged by us at the time of the incorporation.

Requirements

To begin the process of forming your spanish SL we will require the following information:

• Your preferred company name, ideally 2 or 3 choices in case the first is not available
• The Director/s name(s), date(s) of birth, address(es) and nationalities.
• The Shareholder(s) full names and addresses
• All directors and shareholders of the company will require a Spanish fiscal identity number which we can arrange. This number is know as an NIE number which stands for Número de Identificación de Extranjero

Documents Required

• Proof of identity. Either a passport, national identity card, photographic driving licence
  
• Proof of residential address. Gas or electricity bill, landline phone bill or alternatively a credit card statement or a bank  statement dated within the last 3 months

Our Formation Service Includes

• Carrying out the company name checks and obtaining approval for the registration of your chosen company name: we will also apply for a certificate issued by the Mercantile Registry - http://www.registradores.org/en/index.jsp - and confirm that the name is reserved for you
• Arrange to deposit the share capital with a Spanish bank to enable them to issue a certificate of deposit.
• Draft the Articles of Incorporation Arrange to hold the incorporator's meeting before the Public Notary Draw up the notarized deed of incorporation
• File the incorporation documents with the Mercantile Registry - http://www.registradores.org/en/index.jsp -
• Deliver the notarised Certificate of Incorporation and the Articles of Incorporation We will also apply for the provisional tax number after the statutes are signed
• We lodge the notification that we are going to incorporate the company with Hacienda who are the Spanish tax authorities
• We obtain the notarial authentication of the statutes and the constitution deed of the company - the statues are signed by the shareholders and the directors in front of a notary
• A 1% share tax is paid at the tax office of the Region (Comunidad Autónoma)
• The company statutes are filed with the Mercantile Register An announcement is arranged in the BORME newspaper showing the details of the incorporation. The BORME is the bulletin for the Mercantile Register 
  

Important Points and Compliance

• Directors may be of any nationality and may reside anywhere.
• Only one director is required for the formation of an SL.
• There is no requirement to appoint a local resident director.
• Only individuals may be directors of a Spanish company corporate directors are not permitted.
• Shareholders like directors may also be of any nationality and may reside anywhere
• Only one shareholder is required. This can also be the same person as the director
• Nominee shareholders are allowed. ORCA can provide this service if required.
• Please note that unlike in the case of the director the shareholder can be a person or a corporation
• The registered office of a company is the location  where official correspondence is sent. The registered office may be a commercial or residential address and we can arrange an address if required as well as other additional services such as virtual office services, phone lines, domains, accountancy services etc
• The registered office is normally the primary place of business for the company.  If the  company has more than one place of business,  these must be stated on tax formsLodging of annual accounts
• Lodging an annual summary of activity and an annual Corporation Tax return
• Legalise books of account
• Lodge quarterly VAT returns
  

Incorporating a Sociedad Limitada (SL)

The actual formation process of a company is as follow:

Company Name

We apply for the company name certificate from the Mercantile Register, confirming that your company name is acceptable and has not already been registered. This certificate forthe  company name clearance is important because it is given to the notary, and a copy is also given to your bankers and the HACIENDA who are the Spanish tax authorities.

Share Capital

The share capital is €3000 and the shares can be issued for cash or through a donation of assets.

There is no public register of shareholders of a Spanish company but the initial shareholders are stated in the deed of incorporation, any subsequent changes of shareholders are made by a notarial deed, which is not required to filed at the Mercantile Register.

The shares of a Spanish limited company can be transferred at any time and are transferred by signing an agreement in the presence of a Notary.

Registered Office

All Spanish SL's must have a registered office. We can arrange a Spanish registered office for your corporation in a number of locations or if you have an address in Spain you might wish to use that.

VAT, MwSt, BTW (IVA) Number

All Spanish companies have a VAT number (known as MwSt or BTW in German and Dutch) which is referred to as IVA in Spanish. This number is required when the company is incorporated in order that your company can trade right away because there is no VAT registration threshold in Spain as in some other EU states . 

Additional Services available from ORCA Spain

• Mailbox Service
  
• Virtual Phone Numbers
  
• Spanish Domains
• Hosting
• Web Design
• Translation Services

Cost of Formation: $2750 / £1750 / €1995