Company Registration
Expanding Your Business to Spain
Navigating Company Registration with Nova Vista Holdings
For businesses in Canada and the United States looking to tap into the vibrant Spanish market, understanding the intricacies of company registration is a crucial first step. At Nova Vista Holdings, we are committed to providing you with the expert guidance and support needed to establish your presence in Spain seamlessly. We understand that choosing the right legal structure is paramount, and we are here to illuminate the options of registering an independent company versus establishing a branch of your existing North American entity.
Choosing Your Path
Independent Company vs. Branch in Spain
When considering establishing a legal entity in Spain, businesses with headquarters in Canada or the United States typically consider two primary structures:
1. Registering an Independent Company in Spain:
This involves creating a new legal entity in Spain, separate from your parent company. The most common forms are the Sociedad de Responsabilidad Limitada (S.L. - Limited Liability Company) and the Sociedad Anónima (S.A. - Public Limited Company).
2. Registering a Branch of Your Existing Company in Spain:
This involves extending the operations of your Canadian or US-based company into Spain without creating a separate legal entity. The branch operates under the legal identity of the parent company.
To help you make an informed decision, we have compiled a comparative analysis of the advantages and disadvantages of each structure:
Comparative Analysis: Independent Company vs. Branch in Spain
| Feature | Independent Company (e.g., S.L.) | Branch of Foreign Company |
| Legal Structure | Separate legal entity under Spanish law. | Extension of the parent company; not a separate legal entity. |
| Liability | Limited liability for the parent company (limited to the capital of the Spanish company). | Parent company has direct and full liability for the branch’s obligations. |
| Taxation | Taxed in Spain on its worldwide income (subject to double taxation treaties). | Taxed in Spain only on income generated within Spain. Profits are often repatriated to the head office and may be subject to further taxation in the home country. |
| Administrative Burden | Generally higher administrative and accounting requirements in Spain. | Potentially simpler initial setup but ongoing reporting to the parent company and Spanish authorities. |
| Autonomy | Greater operational and strategic independence. | Operations are directly controlled by the parent company. |
| Capital Requirements | Minimum share capital required (e.g., €3,000 for an S.L.). | No specific minimum capital requirement for the branch itself, but the parent company’s financial standing is relevant. |
| Public Perception | May be perceived as a more committed and long-term presence in Spain. | Clearly identified as a foreign entity. |
| Decision Making | Decisions are made within the Spanish company’s framework. | Strategic decisions are centralized at the head office. |
Necessary Documents For
Registering an Independent Company (e.g., S.L.) in Spain
Please note that the specific requirements can vary slightly, but generally include:
Application for Company Name Reservation:
To ensure your desired company name is available.
Memorandum of Association ( Escritura de Constitución ):
A public deed outlining the company's details, including: ○ Company name and registered address in Spain (Nova Vista Holdings can provide a registered address). ○ Details of the shareholders (founders). ○ Amount of share capital and its distribution. ○ Company's purpose (business activities). ○ Management structure (e.g., administrator, board of directors).
NIE ( Número de Identificación de Extranjero ) of the Shareholders and Administrators::
Tax identification number for foreigners.
Bank Certificate of Capital Deposit:
Proof that the minimum share capital has been deposited in a Spanish bank account.
Tax Identification Code Application (CIF - Código de Identificación Fiscal ):
Application for the company's tax identification number.
Registration at the Commercial Registry ( Registro Mercantil ):
Formal registration of the company.
Payment of Transfer Tax and Stamp Duty (ITP/AJD):
Applicable in certain cases depending on the assets contributed.
Necessary Documents For
Registering a Branch of a Foreign Company in Spain
The documentation required for registering a branch typically includes:
Certificate of Incorporation of the Parent Company:
An official and apostilled (or legalized) copy of the parent company's registration document.
Articles of Association (or equivalent) of the Parent Company:
An official and apostilled (or legalized) copy of the company's governing documents.
Decision of the Parent Company to Establish a Branch in Spain:
A formal resolution from the parent company's board of directors.
Appointment of a Legal Representative for the Branch in Spain:
Including their personal details and NIE (if applicable).
Power of Attorney Granted to the Legal Representative:
Authorizing them to act on behalf of the parent company in Spain (must be apostilled or legalized).
Certificate of Good Standing of the Parent Company:
Issued by the relevant authority in the home country.
Registered Address of the Branch in Spain:
(Nova Vista Holdings can provide a registered address).
Application for CIF
Application for a Tax Identification Code (CIF) for the Branch.
Commercial Registry
Registration at the Commercial Registry.
Nova Vista Holdings
Minimum Investment and Capital Requirements
The minimum share capital for an S.L. is currently €3,000. This amount must be deposited in a Spanish bank account before the company's incorporation. There is no specific requirement to show a larger amount for registration purposes, although the adequacy of the capital for the intended business activities will be a factor to consider. For an S.A., the minimum share capital is significantly higher (€60,000, with at least 25% paid up at incorporation).
There is no specific minimum capital requirement mandated by Spanish law for the registration of a branch. However, the parent company must demonstrate sufficient financial capacity to support the branch's operations. The Commercial Registry may request information about the parent company's financial health.
Nova Vista Holdings
Your Partner in Establishing Your Spanish Presence
Navigating the legal complexities of company registration in Spain can be challenging. At Nova Vista Holdings, we streamline this process for you. We offer comprehensive support at every step, including:
Expert Consultation:
We provide detailed guidance to help you determine the most suitable legal structure for your business objectives in Spain.
Document Preparation Assistance:
We work closely with experienced legal professionals to ensure all necessary documentation is accurately prepared and submitted.
Registered Address Services:
We can provide your company or branch with a prestigious registered address in Spain, fulfilling a key legal requirement.
NIE Application Support:
We guide you through the process of obtaining the necessary tax identification numbers for your company and its representatives.
Bank Account Opening Assistance:
We can facilitate the process of opening a Spanish bank account required for capital deposit and ongoing operations.
Ongoing Business Support Services:
Beyond registration, Nova Vista Holdings offers a range of essential services to support your business operations in Spain, including accounting, tax compliance, payroll management, and more.
Let Us Be Your Trusted Partner
Let Nova Vista Holdings be your trusted partner in expanding your business to Spain. We are committed to making the company registration process as smooth and efficient as possible, allowing you to focus on realizing your business goals in this dynamic market. Contact us today to discuss your specific needs and take the first step towards establishing your presence in Spain.