Establishing a Limited Liability Company (Sociedad Limitada) is a popular choice for entrepreneurs in Spain due to its flexible structure and liability protection. This article provides a step-by-step guide to help you navigate the process of creating a Limited Liability Company in Spain.
Step 1: Define the Company’s Name and Activity
Choose a unique and distinguishable name for your company. Conduct a name search to ensure its availability and compliance with the regulations set by the Central Mercantile Registry (Registro Mercantil Central). Additionally, define the main business activities your company will undertake.
Step 2: Draft the Articles of Association
Prepare the Articles of Association (Escritura de Constitución) with the assistance of a notary. This document must include essential information such as the company’s name, registered office, purpose, duration, share capital, and the distribution of shares among the partners. It is advisable to seek legal advice during this stage to ensure compliance with all legal requirements.
Step 3: Obtain a Digital Certificate
To complete the registration process online, you will need a digital certificate (certificado digital) issued by the Spanish Tax Agency (Agencia Tributaria) or an authorized certification body. This certificate allows you to sign documents electronically and submit them through the online platform.
Step 4: Open a Bank Account and Deposit the Share Capital
Open a business bank account in the name of the company and deposit the minimum share capital required for a Limited Liability Company, which is currently set at €3,000. Obtain a certificate from the bank confirming the deposit.
Step 5: Obtain the Tax Identification Number (NIF)
Request a Tax Identification Number (Número de Identificación Fiscal or NIF) from the Spanish Tax Agency. This number is necessary for tax-related matters, including filing tax returns and conducting business transactions.
Step 6: Notarize the Articles of Association
Visit a notary with all the required documentation, including the Articles of Association, identification documents of the partners, and the bank certificate of the deposited share capital. The notary will review the documents and notarize them, certifying the company’s creation.
Step 7: Register the Company
Register your Limited Liability Company with the Central Mercantile Registry. Prepare the necessary documents, including the notarized Articles of Association, identification documents of the partners, and the proof of the share capital deposit. Submit these documents online or in person to the registry, along with the payment of the registration fees.
Step 8: Obtain Additional Registrations and Permits
Depending on the nature of your business, you may need to obtain additional registrations or permits, such as licenses, tax registrations, or authorizations specific to your industry. Research and comply with the requirements relevant to your business activities.
Conclusion
Creating a Limited Liability Company in Spain involves several important steps, from defining the company’s name and activities to registering with the Central Mercantile Registry and obtaining the necessary tax identification. It is recommended to consult with professionals, such as lawyers and accountants, to ensure compliance with legal requirements throughout the process. With careful planning and adherence to the steps outlined in this guide, you can successfully establish your own Limited Liability Company in Spain.