Establishing a limited company in Spain is relatively straightforward, as long as you clearly understand the process and the legal and administrative requirements. In this article, we explain in detail the necessary documents and the procedure to register your limited company.
Necessary documents to establish a Limited Company
As mentioned in the introduction, to establish a limited company, it is essential to have the necessary documents to ensure its legality and proper registration.
Certificate of company name
The company name certificate confirms that the selected name for the business is available and has not been registered by another entity. To obtain it:
- Access the website of the Central Commercial Registry.
- Request up to five name options for the company.
- The registry will verify availability and issue a certificate with the approved company name.
Company bylaws
The company bylaws constitute the internal rules governing the business’s operations. Their purpose is to prevent conflicts among partners and ensure the smooth running of the business. The essential content includes:
- Approved company name.
- Registered business address.
- Corporate purpose (business activity).
- Company duration.
- Share capital.
- Management structure (sole administrator, joint administrator, or board of directors).
- Rules for transferring company shares.
Bank certificate of share capital deposit
The share capital of a limited company is the initial amount required to start operations. To certify its deposit, a bank certificate indicating that the funds have been deposited in an account under the company’s name is required. The process is as follows:
- Open a bank account in the name of the forming company.
- Deposit the minimum required capital.
- Request the bank certificate for capital contribution.
Identification documents of the partners
All partners must provide a copy of their identification documents to complete the company registration. Depending on their nationality and status, the required documents may include:
- DNI or NIE for Spanish citizens and foreign residents in Spain.
- Passport for non-resident foreign partners.
- Foreigner Identification Number (NIE) if the partner is foreign and holds shares in the company.
Declaration of economic activity
The census declaration (form 036/037) is a mandatory document to inform the tax authorities about the company’s economic activity. Steps to submit the declaration:
- Complete form 036 or form 037, as applicable.
- Indicate the IAE (Economic Activities Tax) code related to the company’s activity.
- Submit it electronically or in person at the Tax Agency.
Operating permit and specific licenses by sector
Depending on the company’s activity, additional permits or licenses may be required, such as:
- Operating license (for commercial premises, offices, and physical establishments).
- Health license (for food or pharmaceutical sector businesses).
- Environmental authorization (if the activity impacts the environment).
- Registration with specific agencies (e.g., Spanish Medicines Agency for pharmaceutical companies).
Recommendations for keeping your Limited Company’s documentation in order
As you can see, there are many documents, and all of them are important. Properly managing a company’s documentation is essential to avoid legal issues, facilitate audits, and improve administrative efficiency. Here are some best practices:
- Review tax and accounting documents monthly or periodically.
- Update bylaws and partnership agreements when necessary.
- Renew permits and licenses before expiration.
- Keep partner and administrator information up to date.
- Maintain digital copies in the cloud and a physical backup in a secure location.
- Use document management software to simplify organization and access to important files.
- For confidential documents (contracts, deeds, payrolls), track access and usage.
Steps to create a Limited Company
Now that you know the necessary documents and best practices for managing them, you may be wondering how to create the company. Here’s how:
Registering the company name
- Choose a distinctive name and request the Company Name Certificate from the Central Commercial Registry.
- The name must be unique and not registered by another company.
- It is recommended to submit multiple name options in case the first choice is taken.
- If available, the registry will issue the certificate, valid for six months (renewable once).
Opening a bank account and depositing share capital
The minimum share capital must be deposited into a bank account under the forming company’s name. Once the deposit is made, the bank will issue a certificate to be presented before a notary.
Drafting and signing the company bylaws
As mentioned earlier, drafting and signing the company bylaws is a legal process that establishes the company’s internal rules, including business purpose, share capital, management structure, and partner rights. The bylaws must be signed before a notary and registered with the Commercial Registry for legal validity.
Obtaining the provisional NIF and registering in the IAE
After signing the public deed, the provisional NIF (Tax Identification Number) must be requested from the Tax Agency. This enables the company to begin operations while the definitive NIF is being processed.
Additionally, the company must register under the Economic Activities Tax (IAE), although companies with annual revenues below €1 million are exempt from payment.
Registering the company in the commercial registry
The next step is to register the company in the Commercial Registry of the province where its registered office is located. This must be done within two months of signing the incorporation deed. Registration grants the company legal personality, allowing it to operate legally.
Once registered, the Commercial Registry will issue the Commercial Registry Number, certifying the company’s official existence.
Obtaining the definitive NIF
The final step in establishing a limited company is requesting the definitive NIF from the Tax Agency. To obtain it, the registered incorporation document from the Commercial Registry must be presented.
Conclusions
In conclusion, creating a limited company may seem complex at first. However, with proper organization and planning, the process becomes manageable. With good preparation and the right advice, your limited company will be ready to operate with full legal guarantees.
