The following documents are necessary when incorporating a company in Spain:
1. Power of attorney.
The founders should grant a sufficient power of attorney to the person responsible for incorporating a new company in their name in Spain.
2. NIE or NIF of the foreign partners and directors.
If the founders wish to appoint a non-resident person as their representative, then this person may give a power of attorney to someone who can apply for the NIE or NIF (depending on whether the new director is a natural person or a legal entity) on their behalf.
3. Certificate of availability of the company name for registration.
The chosen name of the new company must be requested to the “Registro Mercantil Central” –“Central Mercantile Register”- which will, in turn, confirm the reservation of the same and check to ensure that it is available and may be used by the new company.
The certificate of availability of the company name can be requested by the Notary Public through the use of Web-based technology.
In principle, this certification is valid for 3 months and should be renewed if the new company is not incorporated within that period. Nonetheless, no one else may reserve the same name within the following 3 months so, in practice, the reservation remains valid for 6 months.
4. Bank certificate proving that the relevant payment has been made.
When the new company is incorporated, the relevant sum is usually paid in cash or transferred to a Spanish bank account in the name of the new company with the words “sociedad en formación” –“-in process of incorporation-” added at the end. For the opening of this account, the bank will require a document that proves that all the steps to create a company are being taken, normally a copy of a certificate stating that the name that the new company intends to use is not being used by any other company.
The deed of incorporation shall include the receipt of the bank certificate.
5. Documents required by the Spanish Notary Public.
In addition to the documents mentioned in the preceding paragraphs, the following will also be necessary:
By-laws of the new company including, at least, the minimum requirements stipulated by Spanish law.
Original identification documents and powers of attorney of the founders that incorporate the company.
Foreign investment declaration duly filed (Form D-1A). This document is compulsory although its purpose is only informative, and it must be delivered to the “Secretaría de Estado de Comercio” –“Secretary of State for Trade”- within the first month of the new company’s existence. The Notary Public may take charge of this task, if so wished.
6. Deed of actual ownership.
Notaries Public shall identify the natural persons (name, surnames, nationality and identification number) that own or control, directly or indirectly, a stake over 25% of the share capital or of the voting rights of a Spanish company or the natural persons that by other means have control, either directly or indirectly, of the management of the aforementioned company. The companies that quote in a regulated market of the European Union or other assimilated countries are exempt of this.
7. NIF (Provisional Tax Identification Number) before the Spanish Tax Agency (“Agencia Tributaria”). Notaries Public may request the provisional NIF by electronic means on behalf of the company.
8. Settlement of the Tax on Capital Transfer and Stamp Duty at the relevant payment offices according to the address of the company.
9. Documents needed in the “Registro Mercantil” –“Companies Register”-.
The public deed of incorporation of the company must be submitted. It can be submitted by the Notary Public by electronic means.
10. Obtaining of the final NIF before the Tax Agency.
11. Official accounting books authenticated before the Companies Register.
12. Fiscal registration of commencement of activity before the Tax Agency, if appropriate.
13. Registration of the company with the Social Security, if appropriate.
