INCORPORATION OF SPANISH COMPANY BY A FOREIGN COMPANY
- 18 mayo, 2015
In the first place, in case that a foreign company is going to be the proprietor of the capital assets of the Spanish company to be incorporated, prior to proceeding with such incorporation a Spanish Vat (or Tax) Number (NIF) is needed. The steps and requirements to obtain such number go as follows:
HOW TO REQUEST NIF
• NIF is requested upon tax register form 036, which must include signature of the legal representative of the foreign company.
• If the legal representative of the foreign company is not legally residing in Spain (which is most likely situation) he or she will have to obtain an Identification Number for Foreigners -NIE- as a non-resident. To avoid this step, the foreign company can appoint a legal resident in Spain (for instance, the appointed local lawyer to proceed with these actions) so that he or she can fulfill all these requirements in Spain. This authorization or power of attorney must be issued by the legal representative of the foreign company, and must be legalized before Notary Public and the Spanish Consulate in the foreign country, including sworn translation into Spanish language. Such authorization must include the legal resident to be appointed as legal representative’s data.
• Another requirement to proceed with these actions is the submission of an official document attesting to the existence of the foreign company (duly legalized and including sworn translation into Spanish language). An official document of this kind can be the Certificate of Incorporation in the foreign country, the Articles of the Company as registered in any Official Registry in the foreign country or a Certificate issued by a Notary Public or a Tax Office attesting to the existence of the company.
• Once the above documents are filed, the Tax Office will grant the captioned number (NIF) automatically (at the moment papers are filed).
Once the foreign company is registered in the Tax Office, we can proceed with the incorporation of the company.
INCORPORATION OF A SPANIH COMPANY
1) Deed of Incorporation to be legalized with a Public Notary
In order to issue the Deed of Incorporation of the company, a legal representative is needed as well, who will need NIE if he or she does not have a legal residence in Spain, so that it is advisable to appoint or empower specifically (it is not a general power of attorney) a legal resident in Spain. This way he or she will be able to issue the Deed of Incorporation of the Company.
These are the requirements to issue the Deed of Incorporation:
• Company bylaws.
• Certification attesting to the fact that the name of the company is available, issued by the Companies Register.
• Bank receipt attesting to the initial contributions, which at least must amount to EU 3000.
• Original Deed of Authorization issued by the foreign company to its representative, including consular legalization and sworn translation thereof.
• Original National Identity Card or Passport of the representative/empowered person who is going to incorporate the new company.
• D-1A form, which is a declaration of foreign investment, duly fulfilled. This is a mandatory document, although it only has informative purposes, which must be submitted before the Foreign Investments Register of the Ministry of Economy and Competitiveness, within one month from the incorporation of the new company.
• Once Public Notary legalizes the Deed of Incorporation, the Company Tax or Vat number must be requested (Provisional Card, company ‘in the process of incorporation’) as well as the registration in the Register of Businesses, Professionals and Withholders of the Tax Office. Subsequently the Company Operations Tax will be settled (as exempt) before the Regional competent Office according to the domicile of the company. There is also a month counting from the issuance of the Deed of Incorporation.
2) Registration in the local Companies Register.
3) Obtaining Vat or Tax Number (CIF) of the new Spanish company that has been incorporated. Form 036.
Our professional fees go up to EU 1.600, including obtaining NIF, drafting of authorizations and intervention as empowered person (appointed representative) if requested.
Notary Public’ fees: Approximately EU 450.
Register of Companies’ fee: Approximately EU 350.
An alternative to the incorporation of a new Spanish company is the acquisition of a Spanish company that is already incorporated. However, also on this case the foreign company would have to obtain a Vat Number (CIF), empower a legal resident in Spain, issue the foreign investment declaration, etc. The only difference would be that instead of issuing a Deed of Incorporation, they would have to sign a Deed of acquisition of the shares of the company.
The costs in this case could be higher, because the foreign company would have to pay the price of the company (higher than the professional fees) and the Companies Register fees would also be higher attending to the new recordals to be made (change of company’s address and administrators, among others).