Incorporating a limited company (SL) in the midst of 2024 is still a very popular option for entrepreneurs and small businesses: The idea is to seek to limit your personal liability and benefit from a solid organisational structure.
In this article, we will explain all the steps to set up a limited company, in order to facilitate the process and make sure we cover all the essential elements.
Step 1: Reserving the company name
How to choose the right name?The first step in setting up an SL is to decide on the name your company will have.
This name must be unique and cannot be associated with another previously registered company. We recommend you to brainstorm and check the availability of your chosen name before proceeding with the official reservation.
Application process for the negative company name certificate
Once you have decided on a few possible names, the next step is to apply for the negative certificate of company name at the Central Commercial Registry.
This certificate indicates that the name you want to use is available and is not registered by any other company. The best thing is that this application can be made online, which makes the process easier and faster.
Duration and validity of the reservation
Please note that the negative company name certificate lasts only six months. Therefore, during this time it is important that you complete all the steps to open a limited company to avoid losing the reservation of the chosen name.
If you do not succeed in incorporating the company within this period, you will have to repeat the reservation process.
Step 2: Opening the bank account
Requirements for opening the account
The next step for you to set up a limited company is to open a bank account in the name of the future company.To do this, you need to present a negative certificate of company name and identity documents of the founding partners.
Contribution of share capital
The share capital is required to be deposited in the newly established bank account. Please note that the minimum capital for a limited company in Spain is 3,000 euros. This capital can be transferred in cash or in assets, as long as they are properly valued.
Bank certificate
Once you have deposited the share capital, the bank will issue you with a certificate attesting to the existence of these funds. You will need this certificate in the process of setting up a limited company.
Step 3: Drafting the articles of association
Minimum information required
The articles of association of a limited company are a document setting out the basic rules for the operation of the company. They should include the company name, corporate purpose, registered office, share capital and management structure.
Recommendations for proper drafting
We recommend that you enlist the help of a specialised lawyer to draft the articles of association. This ensures that all clauses are clear, complete and in line with current regulations, in order to prevent future conflicts between the partners.
Step 4: Signing the public deed of incorporation
Documents required for signing
In order to sign a public deed of incorporation before a notary, you need to have the negative certificate of the company name, the bank certificate, the articles of association and the identity documents of the founding partners.
Notary process
During the signing of the public deed, the notary verifies all the documentation and proceeds with the formal incorporation of the company. This process is usually quite quick, the important thing is to be sure that all documents are in order to avoid any delays.
Step 5: Obtaining the provisional NIF
Formalities with the tax authorities
Once the limited company has been incorporated at the notary’s office, you need to obtain the provisional Tax Identification Number (NIF).You can do this at the Tax Office by presenting form 036, the deed of incorporation and the identity documents of the partners.Documentation requiredIn addition to form 036 and the deed of incorporation, the Tax Agency may request other documents, such as the founding partners’ census certificate.Therefore, you should check the specific requirements in advance.
Step 6: Census registration and other tax formalities
Registration with the IAE
After you get the provisional NIF, you have to register the limited liability company in the Census of Entrepreneurs, Professionals and Withholders, and in the Tax on Economic Activities (IAE). This process can be done at the Tax Agency by filing form 036.
VAT return
Depending on the activity you carry out, you may also need to register for the corresponding VAT regime. This means that you must declare and pay VAT on your business transactions on a regular basis.
Step 7: Registration in the Commercial Register
Necessary documents
With the provisional NIF and the signed deed of incorporation, you can take the limited liability company to the Commercial Register. This entry in the Commercial Register formalises the company’s incorporation and ensures its legal claim.
Deadlines and procedures
Registration must be made within one month of the signing of the public deed. The Commercial Register evaluates all the documentation and, if everything is in order, proceeds to register the company within approximately 15 working days.
Step 8: Obtaining the definitive NIF (tax identification number)
Exchange of the provisional NIF
When you register the company at the Mercantile Register, you must return to the Tax Agency to exchange the provisional NIF for the definitive one. This process is essential to start the legal activity under the name of the organisation.
Start of economic activity
With the definitive NIF in hand, the company is ready to start its economic activity. From this moment on, you can issue invoices, hire employees and carry out all the necessary tasks for your business.
The Importance of Good Legal Advice
Throughout this process, it is good to have legal advice to help you succeed. A lawyer specialised in commercial law can advise you to avoid mistakes; in addition, the lawyer also makes sure that you comply with all legal requirements, which facilitates the path to business success.
Conclusions
Setting up a limited company in 2024 requires a series of meticulous and well-planned steps. From reserving a name to obtaining a definitive VAT number, each step is essential to ensure that you are compliant and ready to operate legally.
If you are thinking of setting up your own limited company, we encourage you to follow these steps and seek the support of professionals who can help you every step of the way – it’s time to get your business future off the ground!
