Spain Company Formations

Incorporating a Sociedad Limitada (SL)

We undertake all the process of incorporating your company with a Power of Attorney.

Our Madrid office is close to the Central Tax Office and the Mercantile Registry, and we can deal with the incorporation efficiently for you.

• Drafting Power of Attorney for the incorporation of the Spanish SL
• Company Name Approval
• Company Statutes drafted and filed with the Registro Mercantil
• Preparation of documents for IVA/EORI (Tax) registration
• Notarial Fees
• Registered Office address
• Registration with the regional tax office Agencia Tributaria
• Publication of details in the BORME

Incorporating Process

We incorporate your company through notarial deed in Madrid, which we then register with the Spanish Mercantile Registry.

• Approval of company name from the Mercantile Registry
• Assistance with the Fiscal Identity Number for shareholders and directors (CIF for corporations NIE for individuals)
• Liaising with the Registrar and authorities
• Structuring the company as per your requirements
• Preparing your Company Registration Forms
• ​Advice on the legalisation and drafting of powers of attorney
• Assistance with opening the bank account for the deposit of the €3000 Share Capital
• Drafting Company Statutes to sign with a Notary
• Filing the documents with the Registro Mercantíl
• Notarial Fees
• Payment of the share capital tax at the regional tax office
• Fiscal Registration for all taxes
• Appoint the Directors & Shareholders
• Minutes appointing first Directors
• Preparation of the first minutes of Board Meeting
• Standard Mercantile Registry fees which include the publicity in the BORME – the official newspaper
• Preparation of bank certificate showing the initial participation in share capital
• Registration of foreign capital investment if shareholders are not resident
• ​Organising any translation work required ​for documents not completed in Spain
• Supply of Registered Address in Madrid
• Delivery of documents by FedEx/ DHL

NIE/ CIF Number

To be appointed as a director or shareholder you will require an NIE identification number and for a company shareholder it is a CIF number.

NIE and CIF numbers are obtained via Power of Attorney (Spanish ID document for individuals and corporate shareholders) +

Spanish Registro Mercantil

We present the following documents to the Mercantile Register:

• The company statutes
• The company name certificate
• The receipt showing that the share capital has been paid into a bank
• A receipt from the Central Tax Authority showing that the company has a temporary company number
• The receipt from the regional tax authority showing that the incorporation deed has been stamped

The Mercantile Register allots an identification number to the company and arranges for the company details to be advertised nationally.

Share Capital

The minimum share capital is €3000.

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

Registered Office

Every Spanish company must have a registered office, and this is the company’s official address registered at the Mercantile Register.

This address is very important, as any court, police or change of director details must be sent to this address and received by a person there.

Company Directors and Shareholders

• Directors and Shareholders may be of any nationality and only one of each is required.
• There is no requirement to appoint a Spanish resident director
• The shareholders of the Spanish company can be either corporations or individuals

Company Statutes

The company statutes are signed before a notary, which we organise.

• The registered office in Madrid
• The objects of the company
• The directors of the company
• The shareholders of the company
• The share capital
• Company Name certificate
• Bank Deposit Certificate or provisional CIF number documentation
• NIE certificates for the Directors
• Power of Attorney if we are acting on your behalf

Articles of Association

The company’s Articles of Association include:

• The name of your company.
• Incorporation formalised through a public deed and its subsequent registration in the Mercantile Registry.
• The type of company, Sociedad Limitada or the abbreviation S.L.
• The company has its registered office in Spain
• The €3000 share capital.
• The management of the company can be entrusted to a sole director or a group of directors

Spain Ready Made Company

We have ready-made Sociedad Limitada (SL) that have never traded and are in Good Standing.

• Our ready-made companies are registered with the Central Mercantile Register and incorporated in compliance with Corporate Enterprises Act (Ley De Sociedades De Capital)
• Our Spanish ready-made companies are Sociedad Limitada (SL)
• The company name can be changed on the day of purchase
• Changes in the activities of the company can be made at the same time as the change in directors, simply by changing the objects of the company in the company statutes
• Our ready-made SL companies can have a registered office in Barcelona or Madrid
• Only 1 director of any nationality is necessary for your company
• Only 1 shareholder is required
• Shareholders may be of any nationality and can be either corporations or individuals

Spain VAT / IVA Registration

When we incorporate a Spanish company, we do the following:

• Obtain a provisional CIF identification number so the company can be incorporated and registered
• Convert this into a definitive CIF, when the company’s deeds have been filed with the Mercantile Register

When the company is fully incorporated, we register your company for taxes, this usually includes:

• Register for IVA
• Register for Corporation Tax and Business Activity Tax (IAE)
• Register for Social Security; if a company is to have employees
• Get a digital signature, so that notifications and tax returns can be filed online

The CIF number becomes the VAT number when the company registers formally for VAT and can be converted into a Europe VAT number on the VIES register.

Spain VAT / IVA Registration Fees

• We can incorporate a Spanish company with Registered Office and VAT/IVA registration
• VAT Registration for a new Spanish company – £480
• Obtaining a VIES register number – £400

VIES Register

A Spanish IVA number does not appear on the European register unless you apply for it.

This restriction is to prevent tax fraud, any company which has real business in Spain say with premises or staff or a tax agent can convert their IVA number into a European VIES number within 5 days. The company must be in good standing with the Spanish Registry in order to gain a European VAT number.

• We apply online as we are authorised to do so
• If require urgently we will go to the tax office with evidence to support your request.
• All overseas companies who wish to sign public documents in Spain need a CIF number.
• We can obtain one within 5 days, and the tax office will accept our translations of the original deeds of incorporation as legal translations.

In order to gain a VIES number we require proof of trading within Europe for example:

• details of contracts or business relations with companies in Europe outside Spain- both purchase and sale
• details of warehousing or contracts for holding your goods

We apply for the company tax identification code (código de identificación fiscal/CIF) and register for VAT (IVA).

Your CIF acts as your VAT number and allows you to open a bank account in the company’s name and deposit the share capital.