Incorporation of limited liability companies from abroad

Incorporation of limited liability companies from abroad

Can a Spanish company have a foreign partner? The answer is yes, and below we will explain the process for a foreigner to acquire shares in a Spanish company, either at the time of incorporation or in subsequent rounds of expansion.

The incorporation of a Limited Liability Company in Spain is an accessible process for both nationals and foreigners. However, when the founding partners are foreign nationals, it is essential to consider certain additional legal and administrative aspects to ensure the proper incorporation and operation of the company.

Obtaining a Foreigner’s Identification Number (NIE)

Every foreign partner or administrator must obtain the NIE, a personal, unique and exclusive number assigned to foreigners who, due to their economic, professional or social interests, are related to Spain. This number is essential to carry out any procedure in the country, including the incorporation of a company.

The NIE can be applied for in two ways:

• In Spain: the interested party may go in person to a Police Station or to the corresponding Immigration Office. It is necessary to present the form EX-15 duly completed, the passport in force and documentation that justifies the request, such as the intention to incorporate a company. It is also possible for a legal representative, with power of attorney, to carry out this procedure on behalf of the interested party.
• From abroad: the application may be made at the Spanish Consular Office in the applicant’s country of residence. In this case, the EX-15 form, a valid passport and documentation proving the economic, professional or social reasons for the application must be submitted. It is important to note that processing times may vary depending on the consular office.

It is essential to start this procedure in advance, since it may take several days or even weeks to obtain the NIE.

Obtaining the (NIF) for foreign legal persons

If a foreign legal entity is to be a partner of the new company, it must obtain a NIF (Tax Identification Number)

in Spain. To do so, the relevant documentation must be submitted to the State Agency of Tax Administration (AEAT), which includes:

• Power of attorney granted by the legal representative of the foreign company, duly legalized and, if applicable, apostilled.
• Certificate from the commercial registry of the country of origin certifying the existence of the company, its corporate purpose, domicile, identification of the administrators and validity of their positions, also legalized and apostilled.

How to incorporate a company from another country

Once the NIE and NIF have been obtained, you can proceed with the following steps for the incorporation of the company:

1. Negative certification of the name: request from the Central Mercantile Registry a certification that the chosen company name is no longer in use.
2. Opening a bank account and depositing the capital stock: open an account in the name of the company being incorporated and deposit the minimum capital stock required.
3. Drafting of the corporate bylaws: drafting the bylaws that will govern the operation of the company, detailing aspects such as the corporate purpose, domicile, capital stock, administrative bodies and rules for the transfer of shares.
4. Execution of the public deed: appear before a notary public to formalize the deed of incorporation of the company. If the foreign partners cannot be present, they can grant a power of attorney in favor of a representative in Spain to act on their behalf.
5. Registration in the Mercantile Registry: present the deed of incorporation in the Mercantile Registry corresponding to the registered office for its registration.
6. Obtaining the definitive NIF and registration with the Tax Authorities: after registration, request the definitive NIF of the company and register in the Census of Businessmen, Professionals and Withholders of the AEAT.

It is important to note that, although it is not compulsory for the foreign partners to reside in Spain to incorporate the company, if the administrator is a foreigner and does not reside in the country, the company will need a person resident in Spain with representative powers to communicate with the authorities and comply with tax and labor obligations.

In summary, the incorporation of a limited liability company with foreign partners is perfectly feasible in Spain, provided that the established procedures and requirements are complied with. Having specialized advice is essential to ensure that the process is carried out efficiently and in accordance with the current regulations. At Letslaw we are experts in the incorporation of companies from abroad. We have agreements with law firms around the world so that incorporating your company in Spain is quick and easy. Do not hesitate to contact us.