In the first in a series of articles on working in Spain, tax expert Alex Chumillas Amat explains how to set up a limited company.

Tax expert Alex Chumillas Amat answers your questions

If you are interested in setting up a company in Spain, you must be aware there are different possibilities to do it such as: as a new company, as an acquisition, as a joint venture, as a Spanish branch, as a representative office, or as a self-employed person.

Self-employed workers are commonly known as autonomos. Their registration process has to be made with the Spanish tax authority and the Social Security.

Most autonomos have to present quarterly IVA  - or value added tax (VAT)  - returns and an annual income tax return (I.R.P.F.). Other declarations are frequently applicable on a quarterly and annual basis, according to circumstances.

With regard to limited companies, several types exist but the commonest form is the sociedad limitada or S.L.

Though is important in protecting the owner(s) from personal liability in the event of bankruptcy, its incorporation does mean a number of additional tax, accounting and mercantile obligations.

An SL has to present annually a corporation tax return and statutory accounts. They will have to file their IVA and several other periodic declarations are usually applicable.

Here we will consider the second option – how to set up a new limited company.

We want to provide you with information and guidance regarding the steps and the public offices you must visit to fulfil the different forms and all the red tape in order to get your sociedad limitada set up by yourself.

1. RMC - Registro Mercantil Central
The first step to set up an SL. is to obtain a certificate (called a no-name coincidence certificate) from The Mercantile Registry that the company name you want to use is not already taken, so you can choose it for your new company.

You can do this by yourself through www.rmc.es This step takes about 3 days before you receive the answer form the RMC by courier.
 
2. AEAT - AGENCIA ESTATAL DE LA ADMINISTRACION TRIBUTARIA
Secondly you have to apply for your C.I.F (tax identification code). You can download a tax form 036 at www.aeat.es  (pdf file).

We recommend you fill it in carefully at home before going to the Hacienda or Treasury or Tax office to deliver it.

Bear the original and a photocopy of your NIE (numero identificacion extranjero). Be sure to do this step in the appropriate office of the Hacienda, which will be the one that belongs to your post code address. You will get the tax number immediately.  To find this, look in a local phone book.

3. The bank
Once you have obtained the tax code and the certificate of no-name coincidence (see above under point 1), a deposit of EUR 3,006,which is the minimum authorised share capital, has to be paid into a  Spanish bank account. Evidence of payment can be obtained in the form of a bank certificate for delivery to the notary or lawyer showing the act of incorporation of the company.

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4. The Notary
Now, with the three previous documents, you can visit a Notary to apply to be appointed the company founding Director (Administrator), as well as prepare the company constitution. You can arrange a local Notary appointment to sign the deed of incorporation. You can find the nearest one to your area at www.notariado.org. This step lasts about 1-3 days depending on the Notary. You must supply the Notary original documents and photocopy of: Tax form 036, Certificate from Registro Mercantil, NIE and the evidence of payment in the bank.

5. AEAT / GENERALITAT
With the original deed of incorporation obtained from the Notary you should then go to the Tax Authority to pay a Stamp Duty at 1% of the initial share capital. The deed will be stamped certifying this fact. This step should not take longer than 2 hours. Do not forget to have with you your original documentation and photocopy of the deep and your NIE.

6. RM - Registro Mercantil
The deed has to be taken to the Registro Mercantil where it will be registered in the Spanish Register of limited companies. This step lasts no less than 15 days until it is registered and original documents are returned. When you collect the original deed it will bear a certificate from the Mercantile Registry that the company is already registered.

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7. AEAT - AGENCIA ESTATAL DE LA ADMININISTRACION TRIBUTARIA
The next step to register your trading company involves another visit to the Tax Office. This time it is to obtain the permanent Corporate Tax Identification Number (CIF) at the Hacienda after the completion of the incorporation process.
Newly incorporated companies must use the 036 form used to request a tax identification number, to describe their business activity, and  other circumstances of your business. Do not forget the original and photocopy  of the deed and NIE.

8. TGSS - TESORERIA GENERAL DE LA SEGURIDAD SOCIAL
The last step of the registration process as the company's director is for social security and occupational accident insurance purposes.

You will have to comply with certain procedural formalities at the local office of the Ministry of Labour and Social Affairs.

Although there are different options, usually the director is the person registered as autonomo. The monthly payments for autonomos  are about EUR 235 . You will need to do this step using original and photocopy of deed of incorporation, NIE, 036 form and form TA 0521.You can obtain this last form at www.seg-social.es

Obviously, there are many legal issues that we have not considered. But we suggest you contact a professional such an economist or lawyer to help you throughout the process to avoid mistakes. However, if you have a clear idea about how you want to work, you can set up your company by following the previous steps.

More information

Alex Chumillas
Economist – Member of The Col.legi d’Economistes de Catalunya
and The British Chamber of Commerce in Spain.
aamat@economistes.com
Telephone: +34 934 442 137
Mobile:      +34 667 663 521