Want to set up an LLC in Spain? Here’s your guide

Want to set up an LLC in Spain? Here’s your guide: Tabla de contenidos

Crear una sociedad limitada

Spain stands out as a prime destination for entrepreneurs aiming to establish or expand their businesses in Europe. Its excellent geographic positioning, dynamic economic landscape, and entrepreneur-friendly atmosphere make it highly appealing.

For those considering setting up a subsidiary, the Limited Liability Company (LLC), or “Sociedad de Responsabilidad Limitada” (SRL) as it is locally known, stands as a popular choice. This article is designed to unravel the process of setting up an LLC in Spain, elaborating on the essential steps, requirements, and benefits associated with this form of business entity.

What is an LLC in Spain?

In Spain, an LLC is favored by foreign investors due to its adaptable and efficient framework. It merges the limited liability protection of a corporation with the tax akin to partnerships. LLCs are popular because they avoid the double taxation that corporations often face, allowing profits and losses to be directly reported on the members’ individual tax returns. Furthermore, the financial risk to members is confined to their company investment, offering a layer of protection for personal assets against business debts and responsibilities.

Delving into the advantages of setting up an LLC in Spain

Choosing to establish a Limited Liability Company (LLC) in Spain is not merely a matter of following a popular trend among international investors; it’s a strategic decision fueled by numerous benefits that align with the goals of:

  • Asset Protection: Members enjoy protection of personal assets, providing a sense of security for business owners.
  • Simple Formation: Establishing an LLC is comparatively simple, requiring lower initial capital than other business forms.
  • Simpler to set up the company in some cases. Simplified Incorporation in Certain Cases: Establishing an LLC is comparatively simple, requiring less initial capital than other legal forms. However, this is not the case for non-residents, as there are additional procedures, such as the need for powers of attorney or the obligation to obtain Hague Convention apostilles, which complicate the incorporation process.
  • Operational Flexibility: The company can be managed by a single administrator or a board of directors, offering versatility in governance.
  • Taxation Advantages: Spain’s competitive corporate tax regime and various fiscal incentives for certain sectors and locales enhance its attractiveness.

These advantages are particularly compelling for business owners looking to navigate the European market with an entity that offers both flexibility and protection.

A step-by-step guide to set up an LLC in Spain

The process of setting up an LLC involves a series of steps that must be meticulously followed to ensure legal compliance and the successful registration of your business. Each step is designed to build upon the last, creating a clear path from the initial conception of your business idea to its realization as a legally recognized entity in Spain.

  1. Reserve your Company’s Name: Secure a unique and available name for your LLC via the Central Commercial Register (Registro Mercantil Central).
  2. Create a Corporate Bank Account: Necessary for the deposit of minimum share capital and future financial transactions of the business.
  3. Draft of the Articles of Association: This document specifies the company’s structure and objectives, share capital allocation, and governance policies. Legal advice is recommended to ensure accuracy and regulatory adherence.
  4. Obtain a Tax Identification Number (NIF): The company partners must obtain a tax identification number from the Spanish Tax Agency (Agencia Estatal de Administración Tributaria or AEAT).
  5. Public Deed and Registration: The Articles of Association must be notarized in a public deed by a notary who shall also request a temporary NIF for the new company.
  6. Register with the Social Security: Ensure your company and its employees are registered with the Spanish Social Security (Seguridad Social) System.
  7. Register with the Commercial Registry: Conclude the process of setting up an LLC in Spain by registering with the Commercial Registry (Registro Mercantil), submitting all required documents.

Additional Points to Consider

Minimum Capital Investment: A LLC must deposit a minimum of €1 as capital investment in the corporate bank account before completing the registration process. It’s important to note that any capital up to €2,999 is subject to certain limitations:

  • A minimum of 20% must be allocated to the legal reserve until the sum of both the reserve and the capital amounts €3,000.
  • If the company closes due to either a voluntary or compulsory liquidation, and the remaining funds are insufficient to cover all the debts, the company’s partners must cover the shortfall between the capital and €3,000.

Non-Resident Directors: Appointing a local representative might be necessary for directors residing outside Spain.
Post-Registration Obligations: Once the company has been set up, there are ongoing requirements like annual account filings, tax payments, and adherence to employment laws.

Consulting with Specialists

Navigating the complexities of setting up an LLC in Spain can be daunting, filled with legal and administrative hurdles. By partnering with an international advisory firm specializing in helping international companies set up subsidiaries or businesses in Spain, you can streamline this process significantly. Our team of experienced professionals is equipped to guide you through every step, ensuring full regulatory compliance and smoothing out any challenges along the way. We offer tailored solutions based on your unique business needs and aspirations, ensuring a seamless transition into the Spanish market.

Ready to Move Forward?

If you’re ready to set up a company in Spain, reach out to us for a personalized consultation. Let our expertise in international business setup be the catalyst for your success in Spain, transforming your business aspirations into a reality.

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