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GLOBAL INFO

Spain

COUNTRY:

SPAIN

QUESTION:

ANSWER:

1.      What are the main company forms in your country?

Private Limited-liability Companies (Sociedades de Responsabilidad Limitada, S.R.L.) and Share Companies (Sociedades Anónimas “SA”)

2.      Which is the most preferred company form by foreign investors?

Limited-liability Companies are most preferred by foreign investors.

3.      What are the basic capital requirements of this company? (minimum amounts, types of capital, deadline of capital contribution)

For Share Companies the minimum share capital required is € 60,000. (fifty thousand euro). For Sociedades por Quotas the minimum is € 3,000.

The share capital contribution is usually in cash, but contributions in kind are also authorized.

The share capital must be deposited in a credit institution up to the time of its incorporation before public notary. In S.A. the minimum to be deposited at this moment is 25% of its capital share.

4.      What are the basic rules of shareholders liability for company debts in this company?

The liability of the shareholders is limited to the amount of share capital owned in the company and the shareholders are not personally liable for any debt or other liability of the company.

However, managers (even manager de facto) are liable under a civil, criminal and fiscal point of view.

5.      What are the basic management requirements for this company? (only natural persons, or nationals can be managers etc.)

Natural and collective persons (represented by a natural person) can be managers of the company.

There is no nationality requirement for managers but it is necessary to apply and obtain for a tax identity number in Spain.

 

6.      How long does the registration procedure of this company take?

It is around 3 weeks, but we an express procedure and it could be obtained in 24 hours.

7.      What are the main costs of formation of this company in local currency?

The main costs are notarial and Registar fees. The minimum would be around Euro 500 and it will vary depending on the amount of its capital share and complexity.

8.      What is the average attorney’s fee of the formation of this company in local currency?

 The average attorney’s fee depends on the level of complexity installed and vary between € 150 and € 190 (one hundred and ninety euros) per hour.

9.      What are the basic publicity requirements of this company (filing of company changes, financial reports, etc.)

The company’s incorporation, the amendments to the by-laws, appointment of administrators, among others, are subject to registration in the competent Commercial Registry.

The company shall file its financial statements within the Commercial

 Registry on an yearly basis.

 

10.   What are the main auditor requirements?

Auditor is only required if:

During 2 fiscal years, at the closing date of every year and in a consecutively, two circumstances are met of the following:

  • a) their assets are over €2,850,000.-
  • b) their yearly net turno ver is over € 5,700,000.-
  • c) their average headcount is over 50.-