Formation of a Spanish limited liability company (srl in spanish)
1) Prior to founding the Company five (5) company names must be applied in the order of preferred option in the central Commercial Register in Madrid. This is because, if the first name is already assigned to another company, the following name can be selected, etc.
The request must be made in the name of at least one of the prospective partners.
Later, at the moment of incorporation before a Spanish notary, the person who has applied the name must (with a reservation on that person´s name within a period of six months), occur as one of the promoters even if only on a formal basis by a social share, which can be transmitted afterwards.
2) Establishment of an account in the name of the new company with a Spanish bank and payment of the share capital (minimum share capital for a limited company is EUR 3,000.00).
The bank issues a certificate that confirms that an account was opened in the name of the company "XXX, SL, “while being established", furthermore it is certified that one hundred percent of the social capital has been paid and the names and the percentage of shares of all founding shareholders are listed.
If the contribution does not consist in money but in assets or goods, opening a bank account is not required.
3) Granting of the notarial deed incorporation of the Spanish S.L:
This certificate must be issued by all founding shareholders before a Spanish notary.
The notarial deed of incorporation must at least consist of the following content:
- Identity of the shareholder / manager and legal representative
- Purpose and registered office of the company
- Capital contribution of each partner and quantification of shares
- Management concept
4) Articles of Association. Minimum content:
a) Name of company
b) Company purpose
c) Date of the financial statements of the Company
d) Registered Office
e) Share capital (number of shares)
f) Type of management concept (number of managers, whether he / she acts jointly or fully fiduciary)
g) Office of Management Board: against payment or free of charge.
h) Arrangement of transfer of the shares of the Company (preemption of other shareholders, transfer mortis causa and inter vivos, and so on.
- We dispose of our own statutes for real estate transactions, property development, etc. Special requests of our clients can be proved for correctness with respect to the Spanish law.
- The registered office of the company must be set up at an address / place, where someone is usually present to prevent any notifications from the Tax Office or other authority received by edict and important deadlines are not met. ILLESLEX ABOGADOS offers this service to its customers.
5) Registration in the Commercial Register:
After the notarial foundation of a Spanish limited company (SL), the certificate must be submitted in the tax office (at time of writing the stamp duty does not need to be paid, 0%) and registered in the commercial register:
a) Submission of the Certificate of Incorporation and form of the corresponding tax payment (currently tax free) in the tax office of the Balearic Islands.
b) Submission of the notarial deed in the commercial register during a period of two (2) months after the company acquires legal personality.
c) In the event of non-compliance with this provision joint and several liability of the founding partners / managers / managing is the result.
6) If the founding partner is a foreign legal person, the following additional documents must be submitted, which have to be translated in Spanish and certified (we usually use a certified translator). These documents must be provided with the Apostille of the Hague.
- Copy of the notarial certificate of incorporation, including articles of incorporation.
- Certificate of the Commercial Register including all the information of the company and confirmation that the manager / managing director is in possession of all the powers for the establishment of a foreign company.
- All members of the Board must apply for a Spanish tax number (the so-called NIE number.).
7) If one of the founding partners is established in a so-called tax haven, we must obtain regulatory approval and also need the Articles of Association of the company and the signature of a natural person, which ensures that there is not a Spanish partner in the background of this company.
Switzerland is no longer a “tax haven”.
8) File of the real ownership. Paragraph 4 of Law 10/2010 for the prevention of money laundering binds to notify to register the person/s who are holding in a direct or indirect way, the control of more than 25% of the capital or of the voting rights, or otherwise exercise direct or indirect control of the administration of the Spanish trade company. This file may be given in two ways:
a) Private written document (that is deposited with a notary). The disadvantage is, that this file must be re-issued every time an operation is signed before another notary.
b) Public document. In this case, these notarial acts can be submitted when an operation before another notary is signed.
We recommend to sign a notarized document once.