Business Formation Essentials: Legal Structures & Administrative Procedures

Business Planning & Communication

Improving Business Communication Tools

To enhance communication within a business plan, focus on designing strategies to raise awareness and promote your product or service. Key tools include:

• Advertising: Paid promotion through various media channels.
• Sales Promotion: Short-term incentives to encourage purchase or sale of a product or service.

Components of a Financial Plan

A comprehensive financial plan should include the following key points regarding investment and expenditure:

• Investments Required
• Form of Financing
• Revenue Forecast
• Expenditure Forecast
• Expected Results
• Profitability Analysis

Company Types & Liability

Common Company Types for Dental Technicians

The most frequently used company type by dental technicians is the Individual Company (Sole Proprietorship).

Partnerships with Unlimited Liability

Partnerships where partners typically have unlimited liability for the company's debts include:

• Collective Society (Sociedad Colectiva): All partners have unlimited liability.
• Limited Partnerships (Sociedad Comanditaria): At least one partner (general partner) has unlimited liability, while others (limited partners) have limited liability.
• Note: An Individual Company (Sole Proprietorship) does not involve partners, but the sole trader has unlimited personal liability. Cooperatives generally have limited liability for their members.

Sole Trader Liability on Company Debts

A sole trader (individual employer) bears unlimited liability for the company's debts. This means their personal assets, including property obtained through the business, can be used to cover debts. In some jurisdictions, if both spouses gave their prior consent, common matrimonial property could also be subject to meeting the company's debts.

Preliminary Steps & Required Entities

Preliminary Measures for Acquiring an Individual Employer Status

Information regarding preliminary measures is currently pending.

Key Administrative Bodies for Future Employers

Before performing administrative steps as a future employer, you will interact with the following key entities:

• Ministry of Finance (Hacienda): For tax-related procedures.
• Town Hall (Ayuntamiento): For local licenses and permits.
• Ministry of Labour and Social Security: For employment and social security registrations.
• Commercial Register (Registro Mercantil): For company registration and legal personality.

Administrative Procedures for Business Establishment

Requirements to Acquire Legal Personality

To acquire legal personality, typically for a company, the following steps are required:

• Drafting of the deed of incorporation and the bylaws (estatutos).
• Obtaining a certificate stating the uniqueness of the company name (Negative Name Certificate).
• Execution of the deed of incorporation before a notary public.
• Liquidation of the Tax on Capital Transfers and Documented Legal Acts (ITP-AJD).
• Registration in the Commercial Register.

Treasury (Hacienda) Procedures for Future Employers

To establish yourself as a future employer with the Ministry of Finance (Hacienda), you typically need to complete these steps:

• Statement of Registration in the Business Tax (Impuesto de Actividades Económicas - IAE), if applicable.
• Submission of the Census Declaration (Declaración Censal), which registers your tax details.
• Obtaining your Tax Identification Number (NIF/CIF).

City Council Procedures for Future Employers

To establish yourself as a future employer with the City Council, you will typically need to obtain:

• Works License: If any construction or significant renovation is required for your premises.
• Activity and Facilities License: To permit the specific business activity at your location.

Ministry of Labour & Social Security Procedures

To establish yourself as a future employer with the Ministry of Labour and Social Security, the following procedures are generally required:

• Registration of the company with Social Security.
• Registration in the Self-Employed Workers' Regime (Régimen de Autónomos), if applicable.
• Notification of the opening of the workplace.

Commercial Register Procedures for Future Employers

To set up as a future employer with the Commercial Register, you will typically need to complete these steps:

• Obtain a Negative Name Certificate (Certificación Negativa de Denominación) to ensure your chosen company name is unique.
• Legalization of company books (e.g., accounting books, minute books).