Are you wondering how to set up a business in Spain? Throughout this article we are going to identify what are the different milestones, from legal framework, to consider to create a company in Spain. To do this, we will start by mentioning what are the main steps to follow to create it.
We are going to focus this article on the creation of commercial companies, more specifically on Limited Liability Companies or better known as Limited Companies.
Main steps to create a company from scratch
Once we have a clear idea and the business viability, as well as those who will be part of it from the beginning, we will start with the procedures required for the incorporation of the company.
1. Request the certificate of denomination from the Mercantile Registry
Once the legal form has been chosen, the next step to consider will be to request from the Mercantile Registry the certificate of denomination with the company name that is intended to be granted to the new company.
This application must include, in order of preference, up to five company names, one of those who are going to be partners of the company to be incorporated must appear as an applicant for the company names.
2. Establish the bylaws
Having obtained the negative certification of the company name from the Mercantile Registry, the articles of association, also known as bylaws, must be drawn up. The bylaws are the rules that will regulate the internal functioning of the company, from the rights and obligations of the partners to the functions of the members of the board of directors.
Among the information on the company that the different articles of the bylaws must contain, we can mention name of the firm, corporate purpose, capital stock, registered office, internal organization of the administration body, closing date.
3. Start with the monetary contributions to establish the company
The draft of the bylaws and the negative certification with the reservation of the company name, will be the necessary documents to be presented at the bank where the opening of the company’s bank account is to be carried out.
In this step, the partners must make transfers to the company’s account, in case of establishing the company with monetary contributions.
It will be very important that those who are going to be partners of the company that is incorporated, make the transfers to the account of the company from an account of which they are holders and as a concept of that transfer it is stated that it is made for the incorporation of a company.
4. Sign the incorporation of the company and present it to the public
Once the bank account has been opened and the contributions of the partners have been made, they may attend the notary’s office at the signing of the incorporation of the company and its presentation to the public.
For the presentation of the incorporation deed, it will be necessary to present before a notary so that it is included in the deed:
- Articles of association
- The bank certificate with the accreditation of the monetary contributions, or, in the case of assets contributed to the company, they must be substantiated with the respective bank certificates or property titles.
- The negative certification of the reservation of the company name.
5. Submit the articles of incorporation
Finally, the articles of incorporation must be submitted to the Mercantile Registry of where the company’s registered office was established. For the record of your registration in the B.O.R.M.E.
Tax and labor procedures to register a company
Once the company is incorporated, it is necessary to request a Tax Identification Number (NIF) from the Treasury Department. A provisional NIF is obtained first, and later the Tax Agency will notify that the definitive number has been granted.
In the same way as the individual or professional entrepreneur, in order to invoice, companies have to register with the Public Treasury, in the Economic Activities Tax (IAE) and in the census declaration of the Value Added Tax (VAT).
The company must also comply with a series of requirements in the field of social security. The most common thing is that the company will have employees, and therefore it is necessary to register the company in the Social Security System and affiliate its workers. For this reason, it is also necessary to communicate the opening of the workplace to the employment council of the corresponding Autonomous Community.
Likewise, it is necessary to obtain and legalize the visitor’s book and the work calendar in the provincial labor inspectorate.
Legal aspects to consider
Once the company is incorporated and registered, other legal aspects that could be interesting to regulate should be considered for greater legal certainty. Here are some of them:
- The best known is the partner agreement; Although it is not mandatory, it is very important to do so, since it regulates the internal relations between the partners to guarantee the resolution of conflicts that could put business continuity at risk. This is a complex issue when there are several partners, since all must agree, so it is advisable to have the help of professionals who are experts in the drafting of partner agreements.
- Trademark and patent registration. Very important if you want to register your company brand, a logo or a unique invention. In this way, your idea will be shielded against probable plagiarism or impersonation and you will have legal support to support you against possible legal problems.
Legality on the Internet
As you can, setting a business has many legal implications. It is important to have the adequate legal advice to avoid possible legal issues that could hinder the development of your activity.
At Letslaw we are experts in advising our clients in the incorporation of their company, as well as in its different operations. We have a team of professionals prepared to help you quickly and efficiently to achieve your goals.
We believe in entrepreneurship, and therefore we offer a wide service on current and applicable regulations in all legal areas of the company. Contact our commercial law department to have personalized legal answers adapted to the needs of your business