S.A. Company Registration in Spain - Business Starting & Setup

Want to set up a S.A. in Spain? We can assist you in starting a business or in buying a shelf S.A. company in Spain with a full package of necessary documents, legal advice and follow-up support. Incorporation of a S.A. firm in Spain includes provision of a registered office (for at least 1 year in any of our service plans), an apostilled set of constitutional documents, secretarial services and assistance with compliance fee and pre-approval for opening an account in banks of Spain. The total price of a S.A. company formation in Spain includes all necessary fees and charges for the first year of operation, as well as full one-year nominee service (package Optimum).

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Service packages «Spain-S.L.» Service packages «Spain-S.A.» Legislation Tax System
Service packages
Express
Standard
Optimum
Company registration
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Legal address per year
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Secretarial services for the first year
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Fees and duties for the first year
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Apostilled bound set of incorporation documents
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Compliance fee
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Nominee service per year
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Bank Account Pre-approval
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Price
8 250 USD

8 250 USD

8 750 USD

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Company Incorporation

Company Name

There is a range of requirements to the company name of SA in Spain:

  • A company name may make reference to one or several economic activities or it may be imaginative.
  • A company name which makes reference to an activity that is not included in the corporate purpose may not be chosen.
  • It may not include, totally or partially, the name or pseudonym of any individual or body corporate without authorization or consent. Whenever authorization is required for a company name request, this should be presented along with the signature of the authorizing party, duly legalized by a Notary. The authorization of a body corporate should be effected by the corresponding board of directors, whose decision shall be duly certified.
  • The company name should be followed by its company type: in case of SA it is Sociedad Anónima, abbreviated as “S.A.”.
  • The abbreviation or anagram of the company may not be added to it.
  • A company or organization whose name is identical to another already existing may not be recorded in the Mercantile Register. When a company name already exists in another language, it is understood that these are identical.

Incorporation

The incorporation of a Spanish SA includes the following steps:

  1. Grant an apostilled power of attorney for incorporation to the legal representative: Incorporation is carried out by a legal partner in Spain. Shareholders and directors should grant the power of attorney to the person, who is to incorporate a new company. The power of attorney should be legalized with the Apostille of the Hague Convention of 1961, provided that the country where the power of attorney is going to be granted is a member country); a sworn translation into Spanish is required. It is also important to fulfill all the formalities relating to assignment of a N.I.F. (in case of legal person) and N.I.E. (in case of individual) to the foreign directors and shareholders of the company. The power of requesting foreign identification number from Spanish authorities should be reflected in the power of attorney. The representative, if he or she is not a resident in Spain, should also request a foreigner identification number (N.I.E.).
  2. Obtain a certification of uniqueness of proposed company name (certificación negativa de la denominación social) from the Mercantile Register – 2 days: The certification of uniqueness will be granted within one day if its application is done online. In this case, applicants will need a digital signature. Otherwise, if applied in person at the Mercantile Registry, it will take three days. Alternatively, it can be requested by regular mail. Once the Registry issues the certification, the requested corporate name will be reserved for a maximum of 6 months from the certification’s date of issuance. Each certification of uniqueness of the corporate name is valid for 3 months from its date of issuance. Furthermore, once the certificate's validity has expired (3 months), the certificate can only be renewed once, after which a new certificate must be requested. The cost of the certificate is EUR 13.52 + VAT.
  3. Open a bank account for the company; deposit capital in the bank and obtain a deposit certificate – 1 day: The contributions can also be directly given to the notary public before whom the deed of incorporation is going to be granted, at the time of the granting, so that the notary can deposit them in the Company's bank account.
  4. Grant a public deed of incorporation before a public notary – 1 day: The public deed of incorporation must include (a) the identity of the company shareholders; (b) their will to incorporate the company; (c) the disbursement made by each of shareholder and the number of shares subscribed to by each; (d) the company bylaws; (e) the type of administrative body that will manage the company; and the identity of its administrators or directors; (f) fiscal identification number for each shareholder and for each shareholder representative and director; (g) the certificate of uniqueness of the corporate name and the bank-issued certification must be attached to the public deed of incorporation. It must be noted that Royal Decree -Law 13/2010, dated 13 December 2010, concerning measures for encouraging investments and employment, introduced new procedures for the incorporation of companies through electronic means. In the said procedures, the Notary Public directly requests the certificate of uniqueness of the corporate name on behalf of the shareholders. Furthermore, once granted, the public deed is sent by electronic means by the Notary Public to the Commercial Registry for registration. These procedures are only applicable to the incorporation of companies that fulfill certain requirements, such as, among others, having (i) a maximum share capital of EUR 30,000 (simplified incorporation procedure) or EUR 3,100 (express incorporation procedure), (ii) a management body other than a Board of Directors and (iii) use standard by-laws passed by official authorities. In the event the future company fulfills all requirements indicated by the said Royal Decree-Law and is incorporated through the aforementioned procedures, the Notary fees can be reduced to EUR 60 (express incorporation procedure) or EUR 150 (simplified incorporation procedure).
  5. Submit Declaración Censal de Inicio de Actividad and obtain the Tax Identification Number (Numero de Identificación Fiscal, NIF) from the Delegación Provincial de la Agencia Estatal de la Administración Tributaria – 1 day: The definite Tax Identification Number can only be obtained after the company has been duly registered in the Commercial Registry. Notwithstanding this, the provisional Tax Identity Number can be obtained from the Tax Authorities prior to the granting of the incorporation public deed through the filing with the Tax Authorities of (a) a declaration of the shareholders regarding their will to incorporate the company, (b) a copy of the original certification of uniqueness of the corporate name, (c) copies of the identity documents of the shareholders, and (d) form 036 signed by the shareholder and the future director/s. It must be noted that the Spanish Royal Decree 13/2010 (article 5) also allows the Notary granting the Public Deed of incorporation to companies that fulfill certain requirements to apply telemetrically for a provisional NIF to the Agencia Estatal de la Administración Tributaria.
  6. Obtain a tax declaration of exemption from the Dirección General de Tributos - Consejería Hacienda Comunidad Madrid – 1 day: According to article 3 of Royal Decree 13/2010, all operations regarding the incorporation, capitalization and maintenance of companies are exempt from the Asset Transfer and Legal Documented Acts Tax. This implies that corporations are exempted from the payment of this tax to the Dirección Gral de Tributos - Consejería Hacienda Comunidad Madrid (1% of the capital of the company). The application form (Form 600) to obtain a tax declaration of exemption has to be filed with the Autonomous tax authorities. Otherwise, the incorporation may be denied at the Company's registry. The Spanish Royal Decree 13/2010, allows the Notary, the interested party, the registrar or a third authorized party to electronically submit the corresponding application and taxes with the Agencia Estatal de Administración Tributaria (AEAT).
  7. File the public deed of incorporation of the company for its registration with the Mercantile Registry – 6 days and up to 15 days: The registration costs are based on variables such as the amount of the company share capital, the number of shareholders, and the type of administrative body. For example, if company share capital does not exceed EUR 3,005.06: the fee is EUR 6.01. In any case, the regulated applicable global tariff will not exceed EUR 2,181.67. Complementary to the registration fees, a provision of funds is also required when filing the incorporation deed with the corresponding Commercial Registry in order to cover the costs of publication of the registration in the Commercial Registry Official Gazette. At present, such provision of funds is set at EUR 55,10 for the Commercial Registry of Madrid. Once the public deed of incorporation has been registered, the company incorporation will be published in the Official Journal of the Mercantile Registry. Upon registration, the company acquires the status of a legal entity.
  8. Legalize company books – 10 days: Legalizing the Company Books is a formal obligation but it is not a prerequisite to begin the company´s business. Only the Company Book that registers the Minutes of the shareholders, and the Board of Directors meetings precise to be legalized before use. The other books can be legalized later (within 4 months after the closing of the economic year of the company), and can be legalized by electronic means or presented as physical books (Arts 329 and following Mercantile Register Reglament, and Instruction Ministry of Justice 31 dec 1999). Although this is not a step required to start a company, it is an ex post procedure required by law.
  9. Submit a notification of start of operations (declaración responsable) to a private agency authorized by the municipality (ECLU) – 1 day (simultaneous with previous procedure): On December 26, 2012, Spain adopted law 12/2012. This law removes the requirement for certain commercial activities to obtain a municipal license to initiate the execution of works and start operations. A company can start operations after submitting a simple notification (declaracion responsable sin certificado de conformidad) to the private agencies authorized by the Municipality (ECLU). Within 5 days, the ECLU will verify the documentation and conduct an ex-post inspection to ensure compliance.
  10. File for social security and affiliate all workers with the local general treasury of social security (Tesorería General de la Seguridad Social) – 1 day (simultaneous with previous procedure): Upon registration of the company with Social Security, a state supervisory number is issued and assigned to the company. The required documents are (a) the corresponding form; (b) a copy of the public deed of incorporation; (c) a photocopy of the applicant’s national identity document or power of attorney; and (d) the company tax identification number. Registration of the company and affiliation of all the workers must be made before starting any business activities.
  11. Notify the Delegación Provincial de la Consejería de Trabajo e Industria – 1 day (simultaneous with previous procedure): The company must keep a visits book (libro de visitas) at all times. Information that must be noted includes the details of the company and the work place and a description of its business activity. The corresponding autonomous community must be notified within the first 30 days of the start of activities and the opening of the workplace. Every autonomous community has its own form. Some require that work injury and safety documentation (corresponding to the specific business or workplace in question) be filed along with the forms. Other forms and documents might be needed depending on the workplace activities. Pursuant to Spanish Labor Inspection's resolution of November 25, 2008, the company can now register through the Labor Inspection's visits book's electronic system.

Restriction of Activity

Non-EU nationals should obtain work visa and residence permit; they also should be granted the proper kind of a work permit, which depends on the type of work and its duration.

As a general rule, foreign investments are subject only to notification after the investment to the Investments Register at the Ministry of Economic Affairs and Competitiveness. Both the owner of the investment and Spanish public notary, acting in the transaction, are obliged to notify authorities about the investment. Investments from tax havens must be reported before and after the transaction.

The General Directorate for Trade and Investments (monitors foreign investments) can require Spanish companies, which have foreign shareholders and Spanish branches of non-resident persons specially or generally to file an annual report on the status of their foreign investments; information about certain cases can also be required by DGCI.

During the two years following incorporation, shareholders’ meeting must approve acquisition of assets for a consideration involving amounts in excess of 10% (before the deal), unless such acquisitions are within the scope of ordinary business of the company. Approval procedure contains a director’s report on the topic and an independent valuation by the expert appointed by the Commercial Registry.

Registered Office

It is a legal requirement for your company to have a registered office in Spain, which may be any address where the Spanish company declares to have its headquarters. The registered office will be public.

The following should be kept at the registered office: register of shareholders; accounting records (for the last 4 years) in tax purposes; by-laws.

Company Seal

There is no statuary requirement to have a seal.

Redomiciliation

Redimiciliation to and from Spain is permitted.

Company Structure

Directors

Spanish company should have at one director or several directors (acting jointly or individually), it being necessary to establish a Board of Directors when the number of joint directors is three or more. There are no legal restrictions on the nationality of the shareholders and/or directors, although practical reasons make it advisable that day-to-day management be carried out by a Spanish resident. Directors can be both individuals and corporate bodies.

A director can act for a maximum of six years (reelection is possible).

Directors should attend shareholders’ meeting. There are no requirements for directors’ meetings.

Directors’ details appear on public profile.

Secretary

There are no statuary requirements for a company secretary.

Shareholders

A Spanish company should have 1 shareholder, but it should be noted, that concerning companies with 1 shareholder there are some special reporting requirements. The fact that the company has one shareholder should be registered in the appropriate Commercial Registry, all the contracts between the company and its sole owner need to be recorded in a special company register.

Founders' details appear on a public profile, but not other shareholders.

The shareholders’ meeting is the supreme governing body of the company. It should be held in the municipality where the company has its registered office. However, the articles of association may legitimately establish otherwise.

Beneficiary

In Spain, beneficial owner is disclosed on the stage of registration, since according to Spanish law Notary Public is obliged to file “real owner” declaration to the Commercial Registry.

Commercial Registry, Tax authorities and Public notary (in case) have full ownership information, or have an access (through getting information from each other) to such information.

Companies have an obligation to identify by name and N.I.F. all persons, owning at least 5% of the capital in their Annual Corporate Income Tax return.

Moreover, the person conducting the transfer of shares (bank or public notary) should include in an annual information tax return the information about the deal without limits about the percentage of ownership being transferred.

Nominee institute does not exist in Spain.

Share Capital and Shares

The minimum subscribed capital for an S.A. is 60,000 euro; at least 25% of the par value of all the shares must be paid before incorporation.

The shares of S.A. can be registered or can be bearer shares. But the shares must be registered in case they are not fully paid, if their transferability is subject to restrictions or if they are subject to ancillary obligations.

Registered shares must entered in a ledger, which records share transfer, including the name, surname, company name, nationality and the address of shareholder.

Shares may be either issued physically (certificate of shares) or recorded by a book-entry system.

S.A. shares may be negotiated on stock markets.

Privileges regarding voting rights are not allowed, but shares without voting rights can exist.

Shares may be issued with a premium payable to the company above their par value

The S.A. may issue debentures or other negotiable securities.

The shares of an S.A. can only be paid with money or property, not with labor or services.

The ancillary obligation is a device whereby the labor or services or other obligations of particular shareholders can be tied to the corporation.

Ancillary obligations are connected with performing certain acts or refraining from performing certain acts; they do not form the part of the capital stock of the company.

Company liquidation and restoration

Dissolution

Dissolution is entailed as per the law or by-law, under court ruling, by mere decision of general meeting.

Causes of dissolution:

  • upon interruption of the activity or activities that constitute its corporate purpose; in particular, inactivity for over one year shall be deemed to constitute interruption;
  • upon termination of the mission that constitutes its corporate purpose;
  • where achievement of the corporate purpose is manifestly impossible;
  • due to governing body standstill, rendering it impossible to conduct business;
  • due to losses that reduce its equity to an amount lower than one half of the share capital;
  • due to a capital reduction to a sum below the legal minimum;
  • because the par value of non-voting stakes or shares exceeds one half of the paid-up capital and the due proportion is not recovered within two years;
  • for any other cause established in the by-laws.

Dissolution of corporate enterprises should be registered at Mercantile Register and published in the Official Journal of the Mercantile Registry.

Restoration

The general meeting may agree to restore a dissolved company to active life, provided that the cause for which it was dissolved is remedied. Reactivation decisions may not be made where the dissolution was constituted as per the law.

Liquidation

Dissolution initiates a liquidation period.

Liquidation may be instituted in insolvency proceedings.

Where dissolution is the result of the institution of liquidation proceedings in a company having arranged a composition with creditors, liquidators shall not be appointed.

Unless the shareholders unanimously decide otherwise, they shall be entitled to receive their dividend liquidation in cash.

The public instrument on liquidation shall be registered in the Mercantile Registry.

Core Services

— Incorporation

Price6 800 EUR

including incorporation tax, state registry fee, including Compliance fee

— Annual government fees

PriceIncluded

Stamp Duty and Mercantile Registry incorporation fee

— Corporate legal services

Price4 100 EUR

including registered address and registered agent, NOT including Compliance fee

—Delivery of documents by courier mail

Price150 EUR

DHL or TNT, at cost of a Courier Service

— Apostilled set of Statutory documents

Price500 EUR

Basic set of documents

Attestation of the Notary

NIE

NIF

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    Compliance fee

    Compliance fee is payable in the cases of: renewal of a company, liquidation of a company, transfer out of a company, issue of a power of attorney to a new attorney, change of director / shareholder / BO (except the change to a nominee director / shareholder)

    Basic

    Price250 USD

    simple company structure with only 1 physical person

    For legal entity in structure under GSL administration

    Price50 USD

    additional compliance fee for legal entity in structure under GSL administration (per 1 entity)

    For legal entity in structure not under GSL administration

    Price100 USD

    additional compliance fee for legal entity in structure NOT under GSL administration (per 1 entity)

    For client with high risk Status

    Price350 USD

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