How to incorporate a company in Spain

In Spain, companies can be incorporated by legal entities or persons of any nationality, residing in Spain or abroad.

Incorporation by a natural person

The foreign citizen who intends to incorporate a Spanish company, and is not a resident in Spain, must obtain a Foreigner Identification Number/ Tax Identification Number (NIE/NIF) prior to the incorporation of the company before a Notary Public.

To obtain a NIE/NIF, he/she must, alternatively: (i) appear before the Spanish Consulate in his/her country of residence, or (ii) apply for it before the Immigration Office/Police Station in Spain; in both cases personally or through a representative. The representation will be accredited with sufficient power of attorney, in which it is expressly stated that the representative is authorised to present the application to obtain the NIE.

Once the NIE has been obtained, it must be communicated to the Tax Agency by presenting a Form 030, a photocopy of the passport and a photocopy of the NIE. Once the NIE has been communicated to the Tax Agency, the foreign citizen can now appear before a Notary Public to notarise the Deed of Incorporation of the company, presenting the following documents:

• The bylaws, with the minimum content required by Spanish law (Model Bylaws of a Public Limited Company, Model Bylaws of a Private Limited Company);
• The negative certificate of denomination issued by the Central Mercantile Registry (reservation of name for the company);
• In the case of monetary contributions, the deposit slip issued by the bank accrediting the disbursement of the initial contributions (or, if applicable, the corresponding amount in cash) is required. In the case of Limited Companies, the notary must provide bank proof of payment of a minimum of 3,000 euros, payment to be made directly by the individual who will be the owner of the company’s shares.
• If the foreign citizen planning to incorporate the company does not appear personally before the Notary, they may do so through a representative. The original power of attorney granted to the representative, duly legalized (by apostille or document legalization) and accompanied by sworn translation, must be provided.
• The original identification documents (national identity card or passport and NIE/TIE) of the persons who constitute the new company;
• The foreign investment declaration duly completed. Although merely informative, this mandatory document must be filed with the Foreign Investment Registry of the Ministry of Economy and Competitiveness within one month of the New Company’s incorporation. The notary can take care of it if requested (Form D-1A).

Incorporation by a legal entity

The foreign company that plans to incorporate a Spanish company must obtain a Tax Identification Number before the incorporation, in front of a Notary Public, by submitting an application form (EX15).

This application for a NIF must be signed by a legal representative of the company who, in the event of not being a legal resident in Spain (Spanish or foreigner with a residence permit), must obtain a NIE as a non-resident beforehand.

If a foreign company grants power of attorney to a legal resident in Spain to obtain the company’s NIF, the Tax Agency requires that the grantor of the power of attorney also have an NIE as a non-resident. If he does not have a NIE, the Tax Administration can grant him a provisional NIE by means of form 030, together with a photocopy of his passport.

Once empowered, this legal representative of the foreign company must sign the application for the census form (form 036) and this application must be presented, in person, at the Tax Agency office, enclosing:

• Census declaration (Form 036) signed by the person empowered by the foreign company requesting the NIF, and
• Power of attorney granted by the authorized representative of the non-resident entity, duly notarized and legalized (see “Legalization and translation of documents”), in which a legal resident person is appointed as representative of the non-resident entity for the purpose of obtaining the NIF.

Once the foreign company is registered with the Tax Agency, it can proceed with the incorporation.