How to Incorporate a Company in Spain: Legal Requirements

Steps to Incorporate a Company in Spain

1. Name Reservation

The first preliminary step is to obtain a certificate of clearance for the company's name from the Spanish Commercial Registry. This ensures the name is available for use. Once issued, the name is reserved for six months.

2. Provisional Tax Identification Number (NIF)

You must be assigned a provisional tax identification number to proceed with paperwork, file tax returns, execute the public deed, and register with the Commercial Registry. There are two procedures to request this number:

• Ordinary: Execution by future shareholders of an agreement to set up the company, including the purpose, initial share capital, and registered office. This can be amended later.
• Telematic: Everything is processed through the notary via telematic means.

3. Declaration of Intentions

You must provide a document detailing the intentions of the shareholders regarding the incorporation. This must specify:

• On whose behalf the business relationship is established.
• Individuals controlling more than 25% of the capital stock or voting rights.
• Individuals controlling more than 25% of the company assets.

4. Banking and Administration

The company must open a bank account to deposit the capital stock. Additionally, you must determine the administrative body and grant powers of attorney to represent the company to third parties.

5. Execution of the Public Deed

Following the preliminary steps, you must execute a public deed before a Spanish notary public. This document must include:

• Evidence of the identity of future shareholders.
• Proof of payment for the capital stock.
• Company by-laws.
• The name clearance certificate.

6. Final Registration and Compliance

The company must file a transfer tax form to claim an exemption. Once completed, the company must be registered in the Commercial Registry to receive a definitive tax identification number. Finally, you must make a declaration of investment before the Ministry of Economic Affairs and Competitiveness.