Tax and Legal Checklist for Company Registration in Spain

Wiki Article

Setting up a business in Spain offers access to the EU market, a skilled workforce, and a stable legal system. However, company formation in Spain requires careful compliance with tax and legal regulations. This practical checklist will help entrepreneurs and foreign investors navigate every step of company registration in Spain smoothly and compliantly.

Choose the Right Legal Structure

Before you set up a company in Spain, decide on the most suitable legal form:

• Sociedad Limitada (SL) - Private Limited Company (most common)

• Sociedad Anónima (SA) - Public Limited Company

• Branch Office of a foreign company

• Sole Trader (Autónomo)

For most SMEs and startups, an SL is preferred due to limited liability and lower capital requirements.

Reserve the Company Name

• Apply for a Certificación Negativa de Denominación Social from the Mercantile Registry

• Confirms your proposed company name is unique in Spain

• Valid for 6 months (3 months reserved)

This is mandatory to register a company in Spain.

Obtain Tax Identification Numbers (NIE & NIF)

For Shareholders and Directors

• NIE (Número de Identidad de Extranjero) for foreign individuals

For the Company

• NIF (Número de Identificación Fiscal) - provisional first, then permanent

Without these, company incorporation in Spain cannot proceed.

Open a Spanish Corporate Bank Account

• Open a company bank account in Spain

• Deposit minimum share capital:

  • SL: EUR 3,000 (or symbolic capital under new regulations)

  • SA: EUR 60,000

• Obtain a bank certificate confirming the deposit

This certificate is required by the notary.

Draft Articles of Association

Prepare company bylaws including:

• Business activities (corporate purpose)

• Share capital and ownership

• Management structure

• Registered office address

Well-drafted articles ensure legal clarity when opening a company in Spain.

Notarize the Deed of Incorporation

• Sign the public deed before a Spanish notary

• Founders or legal representatives must attend (or grant power of attorney)

This formalizes the company registration in Spain process.

Register with the Mercantile Registry

• Submit notarized incorporation deed

• Register within 2 months of signing

• Company gains full legal personality upon registration

Only after this step can the business operate legally.

Complete Tax Registration with Spanish Tax Authority (AEAT)

Key tax registrations include:

• Corporate Income Tax (Impuesto sobre Sociedades)

• VAT (IVA) registration

• Withholding taxes (employees, dividends, professionals)

This step is critical for ongoing tax compliance after setting up a company in Spain.

Social Security Registration

If employing staff or appointing directors:

• Register the company with Spanish Social Security

• Enroll directors and employees

• Obtain a CCC (Contribution Account Code)

Non-compliance can result in penalties.

Business Licenses and Local Permits

Depending on your activity and location:

• Municipal activity license

• Environmental or health permits

• Commercial opening license

Always check local council requirements before opening a company in Spain.

Accounting and Statutory Compliance

After company incorporation in Spain, you must:

• Maintain Spanish-compliant accounting records

• File annual financial statements

• Submit annual Corporate Tax return

• Hold annual shareholders’ meetings

Most companies appoint a local accountant or tax advisor.

Data Protection and Legal Obligations

• Register compliance with GDPR and Spanish Data Protection Law

• Draft privacy policies and terms (especially for online businesses)

• Ensure proper employment contracts if hiring staff

Final Checklist Summary

✔ Choose legal structure
✔ Reserve company name
✔ Obtain NIE & NIF
✔ Open Spanish bank account
✔ Draft and notarize incorporation documents
✔ Register with Mercantile Registry
✔ Complete tax and VAT registration
✔ Enroll in Social Security
✔ Obtain licenses and permits
✔ Maintain accounting and legal compliance

Conclusion

Following this tax and legal checklist ensures a smooth and compliant company formation in Spain. Whether you are a startup founder or an international investor, understanding these steps will help you register a company in Spain efficiently while avoiding delays and penalties.

If you need professional support for company registration in Spain, engaging local legal and tax experts can significantly simplify the process and ensure long-term compliance.