Register a limited company in Spain

Learn what steps you need to follow to register a company in Spain from the register of the
company name to high in the province, through the opening of the bank account, the wording
of the Article of Association are public writing constitution or the procedures of the Treasury.
There are many legal forms that benefit when starting a business, but the characteristics of the
SL (SL) or Limited Liability Company (SRL) mean that these are the most recommended, fast and
practical formula for small business .
However, if you've decided to start your business as a sole trader and build your own business,
you have to be clear about the procedures required to start a business Limited Partnership.
1 Register the name of the company in Spain
To register your business name you must go to the Central Registry and request the negative
certificate of company name, ie, the document certifying that the chosen name for your
company or business does not match that of any other existing company. This procedure can be
done online at the website of the Central Registry.
To obtain this certificate of company name you must submit the document listed three possible
names for your company. We recommend you to try searching for an original name or a
compound name, due to the large number of names already registered there.
Once granted the certificate, the name will be reserved for the applicant for six months, but
will only be valid for three months before registration in the notary. In case of exceeding this
period, you should proceed to its renewal. After six months without use, the name becomes
available for anyone.
2nd Opening a bank account in the name of the company in Spain

Once certified, you should open a bank account in the name of the company you are going to
be and enter the minimum initial capital, ie 3,000.06, in full. The bank will issue a certificate of
such income then you will have to present at the notary.
3rd Drafting of Laws in Spain
The partners shall prepare the bylaws, that is, the set of rules governing the company and
subsequently incorporated into the deed of the constitution. Normally, it is recommended to
delegate this task to a lawyer or order directly to the notary, given the complexity of this task
can be.
There are some minimum requirements that must contain any bylaws, such as the name of the
company, which must necessarily include the words "limited liability company"; The activity or
activity that will be dedicated society, the closing date of each year, the registered office within
the Spanish territory, the capital, the shares in which it is divided, nominal value of each share
and number the same, and the system of administration of society.
4th Deed of Constitution
The signing of the deed of incorporation by all partners is made before a notary, leading a small
fee, usually a percentage of the capital deed. It is a prerequisite for the subsequent registration
in the trade register process. To obtain writing, it is necessary to provide the following
documentation:
1- Articles of Association of the Company.
2- Negative Certification Central Business Register (original).
3- Certification bank cash contribution to Social Capital.
4- DNI original of each one of the founding partners.

5- Declaration of foreign investments (if any partner is a foreigner).

5th Settlement Transfer Spanish Tax
With the approval of Royal Decree-Law 13/2010, of December 3, from 3 December 2010, they
were exempt from Transfer Tax and Stamp Duty, in its modality of corporate transactions: the
incorporation of companies, increased capital contributions incurred by partners that do not
involve capital increase and the transfer to Spain of the effective center of management or the
registered office of a company when neither one were previously located in a member State of
the Union European.
The transfer tax and stamp duty is a tax levied on the incorporation and had to settle in the
offices of Finance in your community within 30 days from the execution of the deed. To do this,
you had to provide duly completed Form 600, along with simple copy of the deed or
photocopies thereof. The amount amounted to 1% of share capital.
6th Steps in Finance: Getting the NIF, IAE registration, Spain census declaration
1.

a) Preparation of Tax Identification Number

After the signing of the deeds, you must go to the Treasury for Tax Identification Number (NIF)
Provisional your company as well as labels and ID cards. To do this, you must provide duly
completed Form 036, D.N.I photocopy of the signer and the photocopy of the certificate of
incorporation of the company obtained the notary.
Thus, it is assigned a NIF provisional that will be valid for six months, a period in which the
Company must redeem it for the final.
1.

b) High in the I.A.E.

You also have to register yourself in the Business Tax (IAE). This is a local tax charged on the
activity of companies, professionals and artists and requires high as many activities to
undertake. To carry out the procedures for registration, modification or lower this tax, you will

need to input the model 840 with the NIF in the corresponding to where the activity is carried
on Tax Administration. For cases of this tax exempt, ie, those with a turnover of less than
1,000,000 euros a year, you only need to provide the model 036 census declaration indicating
the IAE sections that you welcome you.
1.

c) Census declaration (VAT)

In this statement the beginning, modification or termination of the activity is detailed. It must
be submitted by entrepreneurs, professionals, artists and those with tax obligations. For
shipment, it is necessary to provide the official model 036, the NIF of the Company and the
supporting document registered in the Business Tax.
7th Entry in the Commercial Register in Spain
The company must register with the commercial register of the province in which it has its
registered office. For this you need a period of two months from the issuance of the writing of
the constitution and need to submit the following documents:
A certified copy of the articles of association of the Company.
negative certificate of company name.
Document proving liquidated Transfer Tax and Stamp Duty.
Copy of NIF Provisional.
8th Obtaining the NIF definitive
After completing the above steps, and as a last action, you must go back to the Treasury to
redeem the card provisional NIF by the end, once you have actually signed the constitution of
society.

Once these formalities, creating your SL is already effective. However, so that it can start
business, it is necessary to complete a series of obligations to the Social Security and the local
council where you have set the social direction of your company, such as high in the Special
Scheme for Self-Employed the application of the number of employers in the event of going to
hire workers or request for a license to open.
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