Starting your business in Spain Series – Set up a Company in Spain

Starting your business in Spain Series – Set up a Company in Spain

 

Starting a Business in Spain – Procedure, Time and Cost

Step 1. Obtain a certificate of availability for the proposed company name
(certificación negativa de la denominación social).
Agency : Mercantile Registry
To register a company, entrepreneurs can choose between obtaining a certificate of availability of the company name or selecting a name from a list of approved names (bolsa de denominaciones). Most companies are registered with a previous certificate.
The certificate of availability of the company name is typically requested through the website of the Central Commercial Registry.

If the certificate is not requested online, the final document can be obtained by

(i) certified mail;

(ii) through a notary with the notarial platform SIGNO;

(iii) visiting the Central Commercial Registry; or

(iv) courier. In all cases, the certificate is issued by the following day.

Once the Registry issues the certificate, the requested corporate name will be reserved for a maximum of 6 months from the certificate’s date of issuance. Each certificate is valid for 3 months from its date of issuance. Furthermore, once the certificate’s validity has expired (3 months), the certificate can only be renewed once, after which a new certificate must be requested.

Time to Complete: 2 days

Associated Costs: EUR 13.52 (excluding VAT)

Step 2. Open a company bank account, deposit capital and obtain a deposit
certificate
Agency : Bank
In most cases, the entrepreneur deposits the amount of the contributions directly in the bank. Once this is done, the bank issues the relevant certificate evidencing the deposit has been done. However, the contributions can also be directly given to the notary public at the time of granting the deed of incorporation. In this scenario, the notary can deposit them in the company’s bank account.
Time to Complete: 1 day

Associated Costs: No charge

Step 3. File the Single Electronic Document (Documento Único Electrónico – DUE) and make an appointment with a notary
Agency : Help Desk for Entrepreneurs (PAE)
Limited liability companies can be incorporated through CIRCE, the electronic platform of the Ministry of Industry, Energy and Tourism. Through CIRCE, the entrepreneur completes a single registration form called DUE that is then sent to the notary’s office, the commercial registry, the tax agency and the social security agency (for registration of the company and of its employees, if it has them).
The single registration form can be filed at any Help Desk for Entrepreneurs (Puntos de Atención al Emprendedor – PAE) or online by the entrepreneur, in which case a digital signature is required. Once the DUE is sent, an appointment request is generated with the notary chosen for the preparation of the public deed of incorporation.
At the moment of incorporation, the entrepreneur must provide to the notary the information on the company’s beneficial owners. The notary will inform the Mercantile Registry. After that, at the end of every fiscal year the annual accounts, including beneficial ownership information, must be provided to the Mercantile Registry.
Time to Complete: 1 day

Associated Costs: No charge

Step 4. Obtain through a notary the registered public deed of incorporation and the fiscal identification number (Código de identificación fiscal – CIF)
Agency : Public Notary and Mercantile Registry
Within a week approximately, the notary provides a public deed and the company is registered with the commercial registry and the tax authorities. Besides the granting of the deed that requires the physical presence of the founders, the rest of the procedures are completed electronically through CIRCE. Additionally, the CIRCE platform offers other services such as registration of personal data with the Spanish Data Protection Agency and request of the trade name of the company with the Spanish Patent and Trademark Office.
The notary fees are as follows (per Number 2, Royal Decree 1426/1989, last
modified per Official Gazette 285 of Nov. 17, 2011):
1. Notary fee for public deed of incorporation (a 5% discount applies):
– until EUR 6,010.12: fixed sum of EUR 90.15
– for the amount from EUR 6,010.12 until 30,050.61: 4.5 per thousand of capital
– from EUR 30,050.61 until 60,101.21: 1.5 per thousand
– from EUR 60,101.21 until 150,253.03: 0.5 per thousand
– from EUR 150,253.03 until 601,012.10: 0.3 per thousand
2. Additional notary charges (per Number 1-h, Royal Decree 1426/1989, last
modified per Official Gazette 285 of Nov. 17, 2011):
– designation of positions (cargos): EUR 30.05
– paper cost (papel matriz): EUR 1.50
– authorized mandatory copy (copia autorizada): EUR 30.05
– paper cost for the copy: EUR 1.50
– safety seal (sello de seguridad): EUR 0.15
Registration fees as follows (per Number 2, Royal Decree 1427/1989 last
modified per Official Gazette 285 of Nov. 17, 2011):
– until EUR 6,010.12: fixed sum of EUR 24.04
– for the amount from EUR 6,010.12 until 30,050.61: 1.75 per thousand of capital
– from EUR 30,050.61 until 60,101.21: 1.25 per thousand
– from EUR 60,101.21 until 150,253.03: 0.75 per thousand
– from EUR 150,253.03 until 601,012.10: 0.3 per thousand
– fee for record entry: EUR 6.01

Step 5. Payment of the municipal tax for urban services (tasa por prestación de servicios urbanísticos)
Agency : CIRCE portal
Payment of the municipal tax (“tasa por prestación de servicios urbanísticos”) is required before submitting the notification of start of operations (“declaración responsable”). It can be made online (through the CIRCE system) or at a bank.

Time to Complete: Less than one day (online procedure)

Associated Costs: EUR 414

Step 6. Submit a notification of start of operations (declaración responsable) to the Town Council
Agency : Town Council
The responsible declaration procedure is to be prepared in accordance with an official model, which will include the following circumstances: (i) identification of the owner of the activity; (ii) identification of the office’s surface; (iii) identification of the activity declared; (iv) a representation granting that the activity is not undertaken in a building protected due to its cultural interest; and (v) that the activity does not imply the private use or occupation of public domain spaces and goods.
This declaration will entitle the applicant to undertake the activity declared,
subject to further control by physical inspection of the office by the local
authorities or by the technical services of the private agencies authorized by the municipality, depending on to which of those entities the declaration has been filed with. This declaration can be filed with the Municipality in person, by mail or online through the CIRCE platform.

Time to Complete: Less than one day (online procedure)

Associated Costs: included in Procedure 5

Step 7. Notify the Ministry of Labor and Industry of the start of operations
Agency : Ministry of Labor and Industry (Dirección General de Trabajo)
The corresponding autonomous community must be notified within the first 30 days of the start of activities and the opening of the workplace. Every autonomous community has its own form. Some require that work injury and safety documentation (corresponding to the specific business or workplace in question) be filed along with the forms. Other forms and documents might be needed depending on the workplace activities.
Business founders can notify the Ministry of Labor and Industry online through the CIRCE platform.

Time to Complete: Less than one day (online procedure, simultaneous with previous procedure)

Associated Costs: No charge.

Seen on: Doing business in Spain.

Note* We suggest you always use a specialized lawyer.

 

Legal Tip*

Always hire a LEGIT Professional: Be sure you hire a legit lawyer or gestor, and not just any self named specialist that cannot guarrantee you a perfect assistance, nor can he respond for his work or doings. A Lawyer /Gestor is tied to Deontological rules, he can be punished if doing wrong in his job and at same, he has a compulsory liability Insurance to respond and pay for his mistakes. This responsability is by law, imposed to all Lawyers and Gestores working in Spain; and if your chosen expert is not in one of those two Professions, you better stay away (or knowingly accept the risks).

In order to know if a Lawyer is legit, you can find about it here: www.abogacia.es

In order to know if a Gestor is legit, you can find about it here: www.consejogestores.org

 

 


Please feel free to  Contact us, we will be happy to assist you during all the process in Spain.

info@ayalex.com

+34 654 904 735


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