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Setting up a SL (Sociedad Limitada) company in Spain

sl in spain

Spanish legislation defines the minimum number of JSC founders as one person. This means that in Spain a JSC can be created by a private person who is also the only shareholder. In order to establish this type of economic enterprise, the founder must possess a share in the capital in the amount of at least 60.1 thousand euros. By the time of the company’s official registration, it is necessary to pay 25% of the value of every share owned by the shareholders. Regardless of their number, the members of the JSC do not bear any liabilities for the company’s activities.

When establishing a JSC, it is extremely important for the constituent documents to include the following information:

  • The name of the company – both full and shortened versions;
  • The main purpose and fields of activity, as well as a legal address for receiving mail;
  • Information concerning the start of the operations to be performed;
  • Information about the size of the share capital, the kinds of securities owned by the shareholders, the principles of the company’s management, and any collaboration with third parties;
  • The procedure for holding the general shareholders’ meeting;
  • The information on how organizational decisions will be made;

The authority to make such decisions and the administration issues of a JSC can reside within one person’s field of competence or that of a governing board composed of three directors. The company is also entitled to rent and purchase commercial premises on which to conduct their chosen types of activities.

Establishment of a limited liability company (LLC) on Spanish territory

LLC in Spain

Similar to the establishment of a JSC, a LLC can be created on Spanish territory with one or several founders. Regardless of their number, the founders of the LLC do not bear any liabilities for the company’ activities. By the date of registration, it is necessary to have a share capital with a minimum amount of 3005.06 euros, and at the time of submitting the documents for registration, this amount must be paid fully.

When establishing a LLC, it is extremely important that the constituent documents include the following information:

  • The name of the company – full and shortened versions;
  • The main purpose and fields of the company’s activities;
  • A legal address for receiving mail;
  • Information about the start of operations to be performed;
  • Information about the size of the share capital and the procedure for the equity participation of the company’s founders;
  • Information about the structure of the governing bodies.

Currently, the LLC is the most popular type of economic activity in Spain, not only among small companies, but also among medium-sized businesses. In order to register a LLC on Spanish territory, each of its founders must have a residence permit in this country. It is worth mentioning that both private persons and other organizations may act as a company’s founders. The purchase or lease of rights to the commercial property is also applied for this type of the company.

In addition, another type of company can be distinguished – ‘Limited Liability Company New Company’ («SLNE»), which has a set of special features. The amount of this company’s share capital may range from 3012 to 120,202 euros, and at the time of the company’s registration, there may be 1 to 5 founders. Moreover, thanks to the use of electronic forms of documentation, the accelerated procedure now takes only up to 2 working days. It is required that the company’s name contains the founders’ first and last names (the surname that comes first alphabetically), as well as the «SLNE» abbreviation.

The registration procedures: joint-stock and limited liability companies on Spanish territory

joint-stock company in spain

First, the company founder must invent three variants on the new company’s name and inscribe these on the application in order of the founder’s preference. This information must be sent to Madrid, to a special agency that checks the authenticity of company names. As a rule, the checking process takes up to two weeks.

Second, one must open a banking account with one of the Spanish banks. This banking account is opened in the company’s name, with the requisite sum of the share capital as the first deposit. The company may choose the bank according to preference.

Third, one must prepare a package of constituent documents containing all the appropriate information about the company’s organizational structure, accounting activities, financial policy towards the shareholders, information about the governing bodies, and procedures for reorganization, liquidation of the organization, and the settlement of the disputes. All constituent documents must be notarized in the presence of all the founders and an assigned manager.

After these procedures, tax is collected. As a rule, the tax is levied upon the establishment of a company and constitutes 1% of the size of the share capital. The next steps are as follows: the introduction of the company information to the special register of legal entities and the registration with the tax agency, where the company is assigned a taxpayer identification number. At this time, one also pays all the fees established by the municipalities. Only after that may the company order a company stamp and buy accounting books and other forms.

It is important to remember that in Spain many types of activity require obtaining certain licenses, or at the least it may be necessary to meet specific conditions to be able to carry out business activities.

How to open a branch or a representative office of an international company in Spain

open office of an international company in Spain

According to Spanish law, an international company is entitled to open a representative office, or a branch, on Spanish territory. These branches perform their activities on a permanent basis and do not have the status of independent legal entities.

The required documents for the registration of a company branch on another country’s territory must be notarized and legalized at the consulate of Spain. Apart from the Certificate of Branch Establishment, the list of required documents includes the company charter and job descriptions of the staff.

The registration procedure for an international company representative office in Spain is very similar to that of a joint-stock company or a limited liability company. After following all notarial actions, a branch is registered with all state authorities. After that, the main fields of activity and company objectives are defined. As a rule, the phrase, ‘Spanish branch,’ is added to the company name.

Every year, an international company representative office must submit a report on the performance of a parent company, which is sent to the Central Department of International Trade and Investment Policies. One should remember that it is important to have a tax representative ID number and a legal address in Spain.


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