company setting

Ilustre Colegio de Abogados de Cádiz

Member 2745 www.icadiz.net

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C/ Ancha 30, 3º - 11201 Algeciras - (t) +34 956.092.687 - (f) +34 956.092.697 [email protected] – [email protected]

Q1: What is an SL company, Socieded Limitada (LIMITED LIABILITY COMPANY)? A1: It is a mercantile organisation in which the capital or money invested by the partners is divided into the company’s shares or participations. The investment contributions of the partners could be monetary or non-monetary.

Q2: What types of Limited Liabilities exist? A2: There are different types of limited liability companies in Spain. Broadly speaking company types will depend on: a. The minimum number of partners b. Minimum and/or maximum investment required for its establishment. c. Social Security system in which partners/workers are or have to be registered. d. Some companies may benefit from state or local financial aid and some other sorts of assistance.

In this sense the Limited Companies that may be incorporated within the Spanish territory are:

Company Type

Number of Partners

Minimum Capital-Investment

Liability Social Security System

Sociedad Anónima (S.A.)

Minimum 1

Minimum €60,101.21

Disbursed Capital

must be at least 25%

Limited to the Capital

Invested

Autonomous (independent Worker) for

those partners who work in the Company

Sociedad Limitada

Minimum 1

Minimum €3,012

Limited to the

Autonomous (independent



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Nueva Empresa (S.L.N.E.)

Maximum 5 totally paid.

Maximum €120,000

Capital Invested

Worker) for those partners who work in the

Company

Sociedad Limitada (S.L or S.R.L.)

Minimum 1

Minimum €3,005.06

totally paid.

Limited to the

Capital Invested

Autonomous (independent

Worker) for those partners who work in the Company

Sociedad Laboral

Anónima

Minimum 3

Minimum €60,101.21

Disbursed Capital must be at least

25%

Limited to the Capital Invested

General or Autonomous System for those

partners who work in the Company

Sociedad Laboral Limitada

Minimum 3

Minimum €3,005.06 totally paid.

Limited to the Capital Invested

General or Autonomous System for those partners who work in the

Company



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Sociedad Cooperativa

Minimum 3

Minimum €1,803.04

Limited General or Autonomous System

Q3: What’s the advantage of establishing a company instead of being an sole trader or "Autonomo"? A3: The first and most important advantage is that with a Limited Company your liabilities with third parties are backed up only by the company’s assets. As a independent worker you would have to face any liability with your own personal assets and thus is considered as unlimited. Q4: Which is the minimum investment required to incorporate a limited liability company? A4: As shown in the chart above each Limited Company Type has its own minimum investment requirements. Some of them additionally require that the investment is paid (deposited in the Company’s Bank Account) before the company is formally established when signing the title deeds in the Notary.



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Q5: What steps must be followed to establish a Limited Liability Company and to start its economic activity? A5: The chart below outlines the steps necessary to establish a limited Liability Company.

Step Procedure / Step

Purpose Where Form – Price Important Info

Documents Required

COMPANY’S ESTABLISHMENT AND REGISTRATION

1 Company’s Name Negative Certificate

Verify the Company’s Name is not

in use by another individual or Company

Registro Mercantil Central.

www.rmc.es

Certificación Negativa de Denominación

The Company’s Name

reservation is valid for 15 months, although the

Certificate is valid for only 2 months

2 Bank Deposit Bank Account Opening and

Any Bank within the Spanish

S.L. :€3.006

S.A. :€15,025.50

Bank Deposit Slip expires 2



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Required investment (Capital) Deposit

territory chosen by the Entrepreneurs

(MINIMUM) months after it has been issued

3 Drafting and Registration of Company’s

Constitution Document

Constitution that sets the Company’s

Economic Activity purpose and Regulations

Notary Public. It may be advisable to

hire a lawyer to draft the Constitution

Depends on the Company’s

Capital Lawyers Fees

Company’s Name Negative

Certificate Company’s Constitution

Bank Slip

4 Provisional Tax I.D Number (C.I.F.)

Tax ID Application to obtain the Provisional Number and

the ID stickers.

Tributary Agency (Agencia Tributaria) that

corresponds to the Company’s Fiscal Address

www.aeat.es(they have some sections in

English)

MODEL 036 or 037

DNI or NIE copy of the manager and all the partners.

Original and Copy of the Company’s Constitution Document

5 Patrimony Transfer and

Documented

Payment of the

Company’s

Dirección General de

Tributos de la

MODEL 600 Tax: 1% of the

Simple Copy

(Nota



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Legal Acts (ITP y AJD)Tax Payment

establishment inherent taxes

Consejería de Hacienda

Company’s Capital Simple) of the Constitution Document

certified by the Notary

Original Constitution Document

Deadline: 30 days after the Constitution has been signed

6 Company Registry

With this Registration the Company acquires legal

authorization to operate.

Registro Mercantil that Corresponds to the Company’s “Social”

Address (usually the Province Mercantile Registry)

Depends on the Company’s Capital.

S.L. €180 APX

S.A. €210.35 APX

Original Constitution Document

Paid MODEL 600

Provisional CIF

Deadline: 2 months

after the Constitution Document has been signed

7 Accounting Books

Libro de Diario

Registro

Request Form and



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Legalisation Libro de Actas

Libro de Socios

Mercantil that Corresponds to the Company’s

“Social” Address

Company’s Books

COMPANY’S ECONOMIC ACTIVITY START UP

8 Economic Activity Start Up Declaration

(Declaración Censal de Inicio de Actividad)

Declaración Censal de Inicio de

Actividad. Economic Activity Registration

Tributary Agency (Agencia

Tributaria) that corresponds to the Company’s Fiscal Address

MODEL 036 or 037

CIF DNI/NIE of the Manager or

authorised person to act on behalf of the company

Deadline. Before starting the company’s activities

9 Partner’s Social Security

Registration

Depending on the type

of company and the number of shares in the company, working

shareholders

City’s Tesorería or

Administración General de la Seguridad Social

Official Model TA521

Regimen especial de Autonomos (Special System for Independent

workers)

Social Security

card Economic Start up Declaration Original and Copy

Constitution



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must register in the Social Security as Autonomo.

Social Security Document Copy

DNI/NIE of the

insured individual Original and Copy

Deadline: Up to 30 days after starting the company’s activities

10 Company’s Social Security

Registration

If the company

plans to hire employees

City’s Tesorería

or Administración General de la Seguridad Social

Official Model TA6

Social Security Company Registration

11 Workers’ Social Security Registration

When the company hires employees.

If employees are not registered in the Social Security System they must be first registered

City’s Tesorería or Administración General de la

Seguridad Social

Official Social Security models TA1 and/or TA2

DNI/NIE copy of the employee

Social Security Card

Deadline: Before

the employee starts working for the company



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12 Work Centre Operation Start Up Communication

Entrepreneurs must notify the opening of their work

centre

Dirección General de Trabajo of

your Autonomous Community

Free Model of Work Centre opening

Deadline: Within 30 days after opening

the work centre

13 Autonomous and Municipal Licenses

Some economic activities require special

licenses or permissions

Depends on the Activity and the licenses or permissions required

Depends on the Town Hall

Depends on the Activity

14 Book of Visits

(Inspections) Purchase

When starting

activities

Specialized Bookstores or in Inspección del Trabajo

Libro de Visitas

15 Definitive Tax I.D. Number

Once the Company is registered

Administración o Delegación of the AEAT

MODEL 036 Signed y the manager and the partners

DNI/NIE copy of the Model c30 signee

Original Copy and Copy of the



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Constitution Document

Provisional CIF

Deadline: Before

the expiration date of the Provisional CIF

Q6: What is considered as the Social Address of the Company? A6: The social address of the company is where the main office is located and where the management of the same is effectively carried out. A Spanish Social address must be located within the Spanish territory.

Q7: What is considered as the Fiscal Address of the Company? A7: The fiscal address of the company is analogous to the social one and hence is the place where the economic and managerial activities of the company are carried out.

Q8: May a Limited Liability Company have Branches? A8: Yes, It may have branches and as many as it considers necessary for its economic purposes.

Q9: May a Limited Liability company have branches in foreign countries? A9: Yes, a Limited Liability Company may have its branches either within the Spanish territory or abroad in any foreign country.



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Q10: Do I need to produce a Constitution Document? A10: Yes, it is obligatory to draft the company’s constitution document in order to be able to establish a company. This document has to be notarised and also registered in the Mercantile Registry. This document has to be granted by all the company’s partners.

Q11: What elements or aspects need to be mentioned or be contained in the Constitution Document of the Company? A11: The aspects or elements to mention in the Constitution Documents are:

a. Partner’s name and Identification Numbers (NIE, DNI, Passport).

b. Partners individual investments or contributions. c. Number of shares and their unit price. d. The appointment of the company’s manager. e. Description of the Economic Activity of the company. Company’s purpose. f. The Company’s articles of constitution

Q12: What must be indicated in the Constitution Articles of the Company? A12: The information required in the Company’s Constitution Articles is:

a. Company’s name and Social Address b. Company’s economic activity purpose c. Period of the fiscal Economic Activity exercise. d. Company’s Capital and Shares e. Managerial proceedings and organisation as established by law:

o 1 Manager

o Board of Administrators… among other types. Normally the Company’s Manager or administrators are the company’s shareholders or partners, but it may be appointed a totally independent person(s).



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