Incorporating a Limited Liability Company in Spain May Now be Easier Faster and Cheaper
27/07/2011
With the introduction of The Royal Decree-Law 13/2010, on the 3rd of December 2010, a new simplified regime for the corporate field has been introduced, among with other measures, resulting in speeding up and reducing the costs of a limited liability company in Spain.
This new procedure is easier, faster and cheaper for the founder shareholder/s as the majority of the steps are done via the internet.
However, this simplified regime is only for companies with the following characteristics:
1. Shareholders should be exclusively individuals.
2. The share capital should not be higher than 30,000 euros.
3. The managing body should be organised by one of the following means: sole director, various directors acting together or two joint directors.
The proceeding would be as follows: the Public Notary, the founder / shareholder or anyone authorised may apply via the internet for a certificate of availability for use of a corporate name - this should be issued by the Central Companies House within one business day of the application.
The incorporation deed should be executed within one business day from receipt of the certificate of availability for use of a corporate name, once the founder / shareholder has provided the Notary with all the relevant information.
Then the Notary shall send the authorised copy of the deed of incorporation via the internet to the Companies House on the same day it is executed.
The Registrar of the Companies House should assess and register the deed of incorporation within three business days from receipt.
In order for the founder / shareholders to prove the correct registration of the company as well as the registration of the appointment of the directors designated in the deed of incorporation, an electronic or hard-copy certificate will be issued by the Companies House on the same day as registration at the request of the founder / shareholders at no additional cost.
Finally, the Notary authorising the deed of incorporation shall apply to the Spanish tax authorities via the internet for assignment of a provisional VAT number (“NIF”). Once the company has been registered, the Companies House will notify the Spanish tax authorities of the registration of the company, resulting in the Spanish tax authorities notifying the Notary and the Registrar the definitive nature of the VAT number.
The publication of the registration of the company in the Official Gazette of the Companies House is free from any charges.
There are reduced notarial and registration fees of 150 euros and 100 euros respectively.
Notwithstanding the above, when the capital share of the limited liability companies is lower than 3,100 euros and it’s articles of association are “standard”, (meaning in line with any of the approved by the Ministry of Justice) the rules mentioned for the simplified regime may be applied with the following formalities:
1. The Public Notary shall execute the deed of incorporation in the same day as receipt of the certificate of availability for use of a corporate name.
2. The Registrar of the Companies House should assess and register the deed of incorporation within seven business hours (according to the opening hours of the Companies House) from the receipt of the deed.
3. There are reduced notarial and registration fees of 60 euros and 40 euros respectively.
An important point to finish with - since the introduction of The Royal Decree-Law 13/2010, on the 3rd of December, the corporation is now exempt from transfer tax.
For further information, or to seek legal advice, please contact us on (+34) 952 209 860 or email imabogados@irwinmitchell.com.
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