Incorporating a new company (SA or SL) in Spain? See below the main requirements to take into account:
(A) Certificate of clearance from the Central Commercial Registry (Registro Mercantil Central) stating that the proposed name of the new company (NewCo) can be used;
(B) Spanish tax/foreign identification numbers (NIF for legal entities or NIE for individuals) for all the foreign shareholders or non-resident directors of the NewCo;
(C) Cash contributions shall be deposited in or transferred to a bank account in Spain, opened in the name of the NewCo, yet in incorporation;
(D) Public deed of incorporation shall be granted before a Spanish notary public. The public deed shall include: (i) the bylaws; (ii) an evidence of the contributions made (in cash or kind, as applicable); (iii) appointment of directors; (iv) foreign investment declarations (certain foreign direct investments will require authorizations); and (v) UBO (beneficial owner) declaration;
(E) Tax filings to obtain NewCo’s provisional NIF (once registered with the relevant Commercial Registry, a definitive NIF will be available); and
(F) Filing of the public deed of incorporation with the relevant Commercial Registry. The registration process takes up to 15 days.
NewCos can operate from the date the deed of incorporation is filed, although it will only have full legal personality upon registration.
