At Welex, leading law and accountant firm in Marbella, we would like to explain briefly and simply the steps to be taken if you have decided to set up a limited company in Spain: The constitution of a limited company in Spain. It is compulsory for the company to be incorporated by signing a public deed and it must be registered in the Spanish Commercial Register.
First, you need to choose a name for the company and apply to the Central Commercial Register for a certificate to confirm that the name you have chosen has not already been registered in Spain. An entity whose name is identical to an existing name cannot be entered in the Mercantile Register.
The application for the name to be registered must be made by the interested party or beneficiary of the certificate. Once the certificate has been obtained, it will be valid for a period of six months from the date on which it was issued in Spain.
In second place, you need to decide who will be the shareholders of the entity, the total share capital and the participation of each partner in this capital. The share capital in Spain cannot be less than one euro, and whenever it is less than three thousand euros, a figure at least equal to 20 percent of the profit must be allocated to the legal reserve until this reserve together with the share capital reaches the amount of three thousand euros. Furthermore, in the event of liquidation in Spain, if the company’s assets are insufficient to meet the company’s obligations, the shareholders are jointly and severally liable for the difference between the amount of three thousand euros and the amount of the subscribed capital. The company may also have a sole shareholder, whether a natural person or a company in Spain.
In third place, you need choose a domicile in Spain, at the place where the effective centre of administration and management is located, or where your principal place of business or operation is located in Spain.
In fourth place, you must appoint a sole director or several directors, or a board of directors, to manage and represent the company in Spain. The director may be a natural or legal person and, unless the articles of association do not allow it, does not need be a shareholder.
In fifth place, it will be necessary to draw up the articles of association that will govern the operation of your company in Spain, which will include, among other things, the name of the company, the corporate purpose, the registered office and its share capital, the number of shares into which this capital is divided and the nominal value and numbering of the shares.
Please note that the duration of the company shall be indefinite, unless the articles of association provide otherwise.
Once the deed of incorporation has been signed before a notary by the founding partners and the director of the company in Spain, within two months the deed must be presented to the Companies Register for registration, after settlement and payment of the corresponding taxes and expenses.
If you wish to have assistance with the incorporation and registration of your company in the Spanish Commercial Register, please do not hesitate to contact our offices of Welex, lawyers in La Costa del Sol. We will carry out all the necessary formalities for the incorporation of your company in Spain.
