STEPS FOR THE INCORPORATION OF A SPANISH LIMITED LIABILITY COMPANY:
1st. Clear name search certificate
The notary may apply by telematic means for a clear name search certificate (which may contain up to five alternative corporate names) from the Central Commercial Register, which shall issue the certificate within one (1) business day of the application.
2nd. Tax Identification Number (NIF) and Foreigner Identity Number (NIE)
The applicable Spanish legislation currently requires that any individual or legal entity with economic or professional interests in Spain, or involved in a relevant way for tax purposes, must hold a tax identification number (in the case of legal entities) or a foreigner identity number (for individuals). In particular, and among other cases, a NIF/NIE must be applied for when a foreign investor makes a direct investment in Spain or in the case of a shareholder or director of an entity resident in Spain.
A legal representative of the company must sign the NIF application; if the representative is not a legal resident in Spain (Spaniard or foreigner with residence permit), he or she must first obtain a foreigner identification number (NIE) as a non-resident.
NIE (FOR INDIVIDUALS)
Country of application: Where to submit application:
Spain Directorate-General of Police or at Immigration Offices or Police Stations.
Abroad At the Spanish consulate office or diplomatic mission
Documentation:
Original and copy of Official Form (EX15)
Original and copy of the full passport of the applicant, travel document or registration certificate or identity document if an EU citizen.
If application made through a representative: (i) authenticated copy of the applicant’s passport; (ii) evidence that the representative has sufficient powers, duly translated and authenticated or certified by apostille, as the case may be.
Document setting out the economic, professional or social grounds supporting the application.
NIF (FOREIGN COMPANY THAT IS TO BE SHAREHOLDER/DIRECTOR OF SPANISH COMPANY)
Country of application: Where to submit application:
Spain State Tax Agency
Documentation:
Form 036 (applying for a NIF), signed by a representative of the company holding a NIE or Spanish national identity card.
Original and photocopy of the power of attorney evidencing the representative authority of the person signing form 036.
Copy of the NIE or Spanish national identity card of the signatory
Document certifying the existence of the foreign entity: (i) the company’s deed of incorporation in the applicant’s country and the company by-laws filed with an official registry in the applicant’s country, (ii) or a certificate issued by a notary public or the tax authorities certifying the company’s existence.
Note: Documents from other countries (such as powers of attorney, or documents certifying the existence of the foreign entity) must be translated into Spanish. Any foreign public document must be legalized beforehand by the Spanish consulate office with jurisdiction in the country the document was issued and by the Ministry of Foreign Affairs and Cooperation, unless the document has been certified by apostille by a competent authority in the country of issue pursuant to the Hague Convention of October 5, 1961.
The tax authorities will issue the identification number immediately.
3rd. Opening of a bank account
It is necessary opening of a bank account in the entity’s name for payment of the capital stock. Once the founding shareholders have paid in the capital, the bank must issue payment certificates.
4th. Execution of deed before a notary
The founding shareholders must execute a public deed before a notary, containing:
Evidence of the identity of the founding shareholders.
If any of the founder shareholders is a foreign company, document certifying the existence of the foreign entity (duly translated and legalized).
If any of the shareholders is represented at the act of formation, a notarized power of attorney to represent the shareholder (individual or company) must be produced to the notary. If the power of attorney is issued abroad, it must be duly translated and legalized.
Evidence of contributions using the corresponding bank documentation (certificate), as well as details of the capital stock subscribed by the shareholders
Clear name search certificate issued by the Commercial Registry
Company bylaws.
Identification of and acceptance by the company directors.
Subsequent declaration of foreign investment to the Register of Foreign Investment of the Directorate-General for Trade and Investment (DGCI) of the Ministry of Economy and Competitiveness.
5th. Application for provisional NIF.
The notary authorizing the deed of formation will request the assignment of a provisional NIF by the State Tax Agency by telematic means
6th. Application for registration of the registered office at the Commercial Registry
The deed of formation will be submitted (i) online by the notary; or (ii) in person by the interested party
7th. Period for assessment and registration in the Commercial Registry
Fifteen (15) days as from the date of the entry recording the filing of the deed, unless there is just cause, in which case the period will be thirty (30) days
8th. Obtainment of definitive NIF
Documentation to submit application:
Form 036 (declaration of registration on the census of parties subject to tax obligations), signed by a representative of the company holding a NIE or Spanish national identity card.
Copy of the NIE or Spanish national identity card of the signatory.
Original and copy of the deed of formation bearing the registration stamp.
FEES AND COSTS
Fees of the notary handling the incorporation and registering the company at the local Commercial Registry (it depends on the capital stock), but approx.: €600.00.
Professional legal services (it depends on the legal procedures to be carried out by AGL). For example, involvement in all above procedures could be approx. €1,250.00, but to define better the professional fees it would be necessary to concretize our intervention in the incorporation process of the company.