GuillermoRosés SRLU

Incorporating your company is something that can be done relatively quickly. The important thing, first of all, is to choose the best corporate form (public limited company [sociedad anónima], private limited company [sociedad limitada] or start-up private limited company [sociedad limitada nueva empresa]) and, secondly, to prepare articles of association that meet the needs of the future business. Finally, it is advisable to look at the capital sum that will have to be paid according to the feasibility study for the business, so that you avoid the situation where an inadequate level of capital is fixed which may give rise to a ground for winding up the company in the very near future and may cause the directors to become personally liable.

The minimum capital required to form a private limited company is €3,006, to form a public limited company is €60,102 and to form a start-up private limited company is €3,012.

In the case of the public limited company it is possible just to pay up 25% of the capital, whereas in the case of the private limited company and the start-up private limited company 100% of the capital has to be paid up.

In all three types of company the liability of the members is limited to the amount of their capital contributions.

The maximum and minimum number of members is the same for the public limited company and the private limited company; there must be at least one member and there is no maximum limit. In the case of the start-up private limited company, the minimum is one member and the maximum five. All the members have to be physical persons.

In the case of the public limited company the capital is divided into shares which are known as “acciones”. They may be registered or bearer shares. In the case of a private limited company and a start-up private limited company the shares are called “participaciones” and they always have to be registered.

The process to incorporate the company takes approximately 25 to 30 days and involves:

1. Obtaining a certificate to show that the company name is not already registered.

2. Preparing articles of association to meet the client’s needs.

3. Drafting the deed of incorporation.

4. Paying the expenses of the Notary Public.

5. Paying the Corporate Operations Tax [Impuesto de Operaciones Societarias].

6. Applying for the Spanish Corporate Taxpayer's Code [Código de Identidad Fiscal - CIF] for the new company.

7. Registering the company in the Commercial Registry.

8. Publishing the fact of incorporation in the Official Gazette of the Commercial Registry (B.O.R.M.E.).