How to set up a company in Spain?
Knowing when and how to establish a company in Spain is essential to guarantee the success and growth of the business. However, there are many doubts surrounding this procedure.
We understand that these doubts stem mainly from the large number of legal forms that we can contribute to our business in Spain. So, the process of creating the company begins, inevitably, with a study on the needs of the project and the specific characteristics of each legal figure.
Talking about each legal form, its advantages, disadvantages and requirements would require a specialized article for each of them. So, we are going to refer to its essential characteristics, referring readers to the corresponding entries where we detail these points, and to explain the steps that in general the entrepreneur must take to provide his business with a legal structure.
The process of creating the company
The main steps in the process of creating the company include the preparation of a business plan and the choice of its legal form. Subsequently, the procedures that we indicate later in this article must be completed.
Like any medium / long-term project, the entrepreneur must make a business plan to check the viability of his project. Every business plan includes an economic part, destined to evaluate the market and the competition, as well as the financial possibilities of the project. But it also includes a strictly legal part, aimed at knowing the legal forms available, the most appropriate for the activity and the set of applicable regulations in the sector.
In this first stage it is advisable to have the assistance of lawyers specialized in Corporate Law, since:
- They will be able to help the entrepreneur to choose his legal form.
- They will also advise you on regulatory compliance, indicating the applicable general regulations (data protection, consumption, commercial contracting ...) and specific (which will depend on each sector).
- Regulate relations between partners, a matter of vital importance to guarantee a firm start to the project. In this sense, the shareholders' agreements, the corporate bylaws and the incentive plans stand out.
The choice of legal form
Once the essential elements of the project are determined, the most appropriate legal form can be chosen. Due to the diversity of existing figures in our system, we limit ourselves to making an enumeration, leaving the deepening of each of them for future entries:
- Grouping of economic interest.
- Self-employed or individual entrepreneur.
- Community of goods.
o Associate work.
- Entrepreneur with limited liability.
o Agrarian transformation.
o Limited (simple or by shares).
o Venture capital.
o Reciprocal guarantee.
o Limited liability.
- Of successive training.
- New company.
Common procedures for the creation of companies in Spain
As we have already indicated, each case must be studied separately. And is that each legal form meets its own requirements and has a particular constitution process. However, in general terms it will be necessary:
Choose an available name
When it is not necessary to register the legal form in the Mercantile Registry, we will not be required to certify its availability, but the fact that it is already in use will bring future problems, both in terms of competition and the registration and protection of intangible assets.
Open a bank account
Where appropriate, it will serve to deposit the capital stock. But if this is not essential during the constitution process, the account will still be useful to centralize the operations of the entity and the payment of taxes.
Prepare the bylaws
Bylaws are necessary for most legal forms. But, again, even when the business project does not depend on its formalization in a public deed, it will be important to have organizational rules.
Write the entity
In most cases, we must provide the documents generated (negative certification from the Mercantile Registry, certification of bank deposit, bylaws and DNI or NIE) to the Notary Public. With this information you can create a public deed.
Obtain the provisional NIF
The next step will be to request the provisional NIF in the AEAT, through form 036. If we are going to develop the activity as self-employed we will also need to present this model, not to request the provisional NIF but to register in the census of retainers and entrepreneurs.
Register the company
With the provisional NIF we can go to the Mercantile Registry, where we will register the company. After completing this procedure, we will be able to request the final NIF, being able to begin to develop the activity with all the guarantees.
Other additional procedures
Although the previous procedures are essential in practically any case, there are additional steps that will provide legal certainty to the company. We talk about these in other articles, but by way of summary they are:
- Registry of intangible assets. Intangible assets represent one of the main sources of wealth for developed companies. That is why it is important to register our trademarks and distinctive signs. In fact, registration in the Commercial Registry does not imply protection in terms of Intellectual Property, so we should add this additional layer of protection.
- Risk analysis. Since 2010, legal persons in Spain are subject to conviction for criminal liability. However, compliance programs not only help to minimize risks, but also allow the mitigation of these sentences and even the exoneration of the organization's criminal responsibility. So it is convenient to implement this type of system in any organization.
- Comprehensive legal advice. There are other areas where the company should have the advice of specialists. Among them, the labor and fiscal sectors stand out, which represent two of the most expensive and risky sectors for any company. In addition, preventive advice helps to optimize the organization and reduce risks, through the implementation of protocols such as those dedicated to data protection or business secrets. And all this without forgetting the different registers or protocols that the company must compulsorily implement, such as those of equality, salaries or control of the working day.
In short, every company should have comprehensive legal advice to cover all the risks and opportunities that appear in its current operations.
Contact us, and our lawyers specializing in business law will study your specific case.
At Forcam Abogados we have offices in Barcelona, Tarragona, Reus and Tarrega.