Incorporation of a Spanish Company - S.L.
One of our services includes the incorporation of Spanish companies for our customers; in addition we can provide the onsite location for the head office and we can offer support with administrative duties. These companies can be established for the purpose of purchasing real estate or for the purpose of generating income.
The incorporation takes place in several steps:
- Name request at the Central Trade Register in Madrid
- Payment of the share capital
- Notary foundation of the company
- Payment of the capital duty
- Applying of a tax number
- Registration in the commercial register at the company headquarters
- Publication of the registration in the commercial register in the General Register Gazette
In order to do anything here in Spain, you as a foreigner need to have a NIE. We can apply a N.I.E. (Número de Identificación de Extranjeros) for you, confirming your Spanish residence. PLEASE BE ADVISED THAT A NIE APPLICATION IS A ONE TIME THING! It does not need to be renewed, once you have a NIE it lasts for the rest of your life.
NIE application: 130€, once
Incorporation of a Spanish company, SL and purchasing the company
headquarter for a year: 2.480 € (not including the capital duty)
Please notice that the capital duty has to stay in the bank account of the corporation until the corporation is fully registered.
We do not advise on legal and tax matters. But we accompany our customers, should they request it, to the right lawyer and the right tax consultant.
The Spanish limited liability company, called S.L., is one of the most common types of companies. It is suitable for everything from the one-man company to a holding company and all aspects in between. The low capital stock amounting to only 3.000 € makes it easy to obtain one. For the establishment of a corporation, also called an S.A., the founders would require a much larger capital of 60.000 €.
The S.L. is especially designed for small businesses with a small number of company holders and a small volume of business.
The creation of a Spanish company does not take place overnight. It takes several steps. The process can take up to three weeks from the request of the name of the Company to the registration in the commercial register. Patience is an important part of this process, but in the end the company is established in accordance with Spanish law.
The first step in the process is to establish the company name. The name must be unique; it cannot be confused with the name of an existing company. The name of the company can be simple, e.g. the name of the founder: Edward Jones S.L. or it can integrate the company’s business, e.g. EJ Precision Engineering S.L. or it can even be a fanciful name: Amira Solana S.L.
This step must be completed before the process of the incorporation can go forward.
Once the company name has been registered, a bank account can be opened to hold the share capital. The bank must issue a certificate confirming capital of at least 3.000 € is on deposit. The bank keeps the account frozen until the process is complete and the company is listed in the commercial register.
The certificate of incorporation is required to complete the process. It must be created in a notarial form; therefore a notary visit is required for the directors of the company and the shareholders. It can be both natural and/or legal persons who set up a company, but behind every legal person is a natural person.
The corporate purpose must be delineated accurately as possible in the certificate of incorporation. For example it cannot just state “real estate”, it must be specific to the actual business activity, for example; “purchase, sale, rental, lease of houses and condominiums in Spain”.
The registered office of the company must be located in Spain. If you change locations, a new notarial deed must be created and this change must be registered in the commercial register.
The shares must all be equal and indivisible, each share maybe worth a certain number for Euros. For example, a company can have 10 shares, therefore each share is worth 300 €, and all possibilities in between.
The Spanish SL must pay corporate taxes; the SL is taxed between 30% and 35%. A profit up to 90.000 € will be taxed at 30%, a profit higher than 90.000 € will be taxed at 35%.
The Spanish SL can be a one-man company with one director and one shareholder. It can also have more directors and more shareholders. The directors can be „mancomunados“, which means, they can only act all together with their signatures, or „solidarios“, then each director individually can act and sign for the company.
Any legal competent person can be a director of a Spanish SL, irrespective of his nationality.
The financial statements of the SL at the end of the year are determined by the shareholders’ meeting. It consists of the balance sheet, the profit and loss account, and the capital.