A foreign company interested in incorporating a subsidiary in Spain shall submit proof of its incorporation and existence under the laws of the country where it is incorporated. Usually this proof is given through a certificate of the foreign Commercial Registry.
Further, the foreign company’s representatives that appear in front of the Spanish Notary Public to incorporate the Spanish subsidiary should be duly empowered under the laws of the country where the parent company is constituted.
All foreign documents will need to be notarized, legalized and translated into Spanish. A sworn translation will be necessary.
Finally, in Spain the foreign company shall file for a tax number. In order to obtain this identification number, the foreign company has to appoint a representative, who has to be a Spanish resident. At an early stage, local advisers could assume this preliminary representation and later on passed it on to the subsidiary.
Due to the COVID-19 pandemic, the Spanish Government has issued the Royal Decree 8/2020, of March 17, 2020, of urgent measures given to the COVID-19. Under these regulations direct foreign investment requires a previous authorization from the Spanish authorities for those investors from non-EU countries. As for direct investment under this regulations it is understood, those made from outside the European Union, and the Free Trade European Association and the investor either holds 10% or more of the Spanish subsidiary or it participates effectively in the management or control of the company. This suspension applies to a few sectors such as, infrastructures, technology, energy supply, and media, amongst others. Besides having a few investments restricted by sector there are other restrictions applicable to the following: (a) foreign investor controlled directly or indirectly by third party governments or public organizations; (ii) foreign investor being part of a litigation or administrative claim filed against the investor; (iii) foreign investor with participation or investments in activities involving public safety or public health of other member state.