What types of company can be formed in Spain?
The following are recognized as legal forms of company in Spain:
Unincorporated Enterprises:
- Sole Proprietorship / Empresario Individual: A single individual running a business.
- General Partnership / Sociedad Regular Colectiva (SRC): Partners share unlimited liability for business debts.
- Limited Partnership / Sociedad en Comandita Simple (SCS): Combines general partners (unlimited liability) and limited partners (liability limited to their contribution).
Enterprises with Legal Personality:
- Limited Liability Company / Sociedad de Responsabilidad Limitada (SL or SRL): Most common form, with shareholders’ liability limited to their contributions.
- Public Limited Company / Sociedad Anónima (SA): Suitable for larger businesses, with shares freely transferable.
- New Enterprise Limited Company / Sociedad Limitada Nueva Empresa (SLNE): A variant of SL for entrepreneurs, with simplified setup.
- Cooperative / Sociedad Cooperativa: Member-owned entity focused on mutual benefit.
- Association / Asociación: Non-profit entity for specific purposes.
- Foundation / Fundación: Non-profit entity for social, cultural, or charitable goals.
What is the minimum share capital for each company type in Spain?
- Unincorporated Enterprises (Sole Proprietorship, SRC, SCS): No minimum capital required.
- Limited Liability Company (SL): €3,000, fully paid at incorporation.
- Public Limited Company (SA): €60,000, with at least 25% paid at incorporation.
- New Enterprise Limited Company (SLNE): €3,000, fully paid.
- Cooperative, Association, Foundation: No minimum capital required, though cooperatives may require member contributions as per their bylaws.
Are there any requirements relating to company management in Spain?
- No specific qualifications are required for directors, except they must be of legal age and have no legal impediments (e.g., bankruptcy or criminal convictions related to financial crimes).
- SL and SA: Must appoint at least one director or a board of directors. For SA with large share capital (typically over €300,000), a board with a minimum of three directors is common.
- Directors must act in the company’s best interest and comply with Spanish corporate law.
What documents are required for company formation in Spain?
To form a company, the following documents are typically required:
- Articles of Association / Escritura de Constitución: Outlines the company’s structure and rules.
- Bylaws / Estatutos: Details internal governance.
- Shareholders’ Register: Records share ownership (for SL, SA, SLNE).
- Tax Identification Number (NIF): Obtained from the Spanish Tax Agency.
- Documents must include:
- Company name
- Registered office address
- Company purpose
- Share capital and structure
- Governance rules
- Fiscal year
What is the company registration process in Spain?
- Reserve Company Name: Obtain a name clearance certificate from the Central Commercial Registry (Registro Mercantil Central).
- Open Bank Account: Deposit share capital (for SL, SA, SLNE) and obtain a bank certificate.
- Notarial Deed: Execute the Articles of Association before a public notary.
- Tax Registration: Obtain a provisional NIF from the Spanish Tax Agency.
- Register with Commercial Registry: File the notarial deed with the local Commercial Registry (Registro Mercantil) to complete registration.
- Final NIF: Obtain the permanent tax identification number.
- For unincorporated entities like Sole Proprietorships, registration with the Tax Agency and Social Security is sufficient, without notarial deeds.
Are details of company ownership public in Spain?
- SL, SA, SLNE: Shareholder details are filed with the Commercial Registry and are publicly accessible.
- SRC, SCS: Partner details are registered and publicly disclosed.
- Sole Proprietorship: Owner identity is public via tax and social security registrations.
- Cooperatives, Associations, Foundations: Member or founder details may be partially public, depending on the entity’s structure and registry requirements.
Can a foreign individual or company own shares in a Spanish company?
- Yes, foreign individuals or entities can own shares in Spanish companies (e.g., SL, SA, SLNE) without restrictions, provided they comply with Spanish anti-money laundering regulations.
- Foreign shareholders do not need to reside in Spain, and companies can be set up remotely via a notary or legal representative.
What is the corporate tax rate in Spain?
- The standard corporate tax rate in Spain for 2025 is 25%.
- Reduced rates may apply for certain entities (e.g., 15% for newly created companies under specific conditions, such as SLNE, for the first two profitable years).
What are the rules for issuing dividends from Spanish companies?
- Dividends can be distributed from profits after the annual financial statements are approved by the general meeting of shareholders.
- Requirements:
- The company must have sufficient distributable profits (after taxes and legal reserves).
- At least 10% of profits must be allocated to a legal reserve until it reaches 20% of the share capital (for SL, SA, SLNE).
- The board must confirm the company’s solvency post-distribution via a balance sheet and liquidity test to ensure it can meet obligations for at least one year.
- The Articles of Association must permit dividend payments, and the decision must be recorded in writing.
- Dividends cannot be paid from unrealized profits or if it jeopardizes the company’s financial stability.
