Starting a business in Spain

We see below some possible ways in which a foreign company can starting a business in Spain:
REPRESENTATIVE OFFICE
A foreign company may open a representative office in Spain. Keep in mind that these offices
may not engage in economic activities since they are limited to conduct market research and
are usually the first step of many companies to decide to settle permanently.
By not exercising any economic activity, do not require any specific procedure.
BRANCHES
There is also the creation of a branch in Spain. The branch is a gifted secondary establishment
of permanent representation and a certain autonomy for the development of the activities of
the parent company or foreign company.
The creation of a branch requires a series of steps, although having no legal personality (the
parent company has), not have to follow the same procedures as if a new society is constituted
according to Spanish standards.
Among the steps to take are the following :
The Boards of Directors of the parent company must adopt an agreement by which approve the
creation of the branch. This agreement and the articles of association must be translated by
jury and subsequently filed with the Companies Registry in Spain translator.
The Spanish Consulate in the foreign country of residence of the company, must certify that the
parent company is incorporated under the laws of their country (duly legalized or apostilled)
It must be paid into any bank capital agreed by the parent company (no minimum)
It is signed the public deed before a notary.
You should be sought NIF (Tax Identification Number) on the tax office's registered office,
accompanied, among other documents, the articles of association seen before and DNI or NIE
representative or agent of the company in Spain.
It must liquidate the transfer tax and stamp duty (1% of the stated capital of the company will
be paid). This tax is paid at the Directorate General of Taxes of the Autonomous Community

where the company has a domicile. In certain cases, if the tax already paid in the country of
origin, you may be exempt.
Finally, the branch must be registered in the Commercial Register corresponding to the
registered office within the month following the execution of the deed.
Once established must a foreign parent company, to deposit in the trade register in which the
branch is its annual accounts.
The Taxation of the branch will depend on the provisions of Double Taxation Conventions
applicable to the particular case, and, failing that, be taxed on the income tax nonresident for
the whole of the income earned in Spain.
SUBSIDIARIES
In addition to the above two options, there is also the creation of a subsidiary in Spain. Thus a
new company is established, with legal personality e independent of the parent company.
Although the subsidiaries are companies formed with foreign capital, they are considered
"residents" for all purposes.
Therefore, the procedures for setting up a subsidiary are similar to the constitution of a new
Spanish company, with some differences we see below:
The Boards of Directors of the parent company must adopt an agreement by which approve the
creation of the subsidiary. This agreement and the articles of association must be translated by
jury and subsequently filed with the Companies Registry in Spain translator.
The Spanish Consulate in the country of residence of the company, must certify that the parent
company is incorporated under the laws of your country (or duly authenticated Apostille.)
It must be requested certificate of company name in the Central Registry to give name to the
new company to create and that this is not consistent with other already registered in Spain.
It must be paid into any bank capital agreed by the parent company (3,000 euros if it is a limited
company) the statutes should be prepared and signed the public deed before a notary.
Provisional NIF (Tax Identification Number) will be requested at the tax office of the registered
office, accompanied, among other documents, the articles of association, and the DNI or NIE
representative or agent in Spain.
Must liquidate the Transfer Tax and Stamp Duty (it will pay 1% of the capital of the company
above). This tax is paid at the Directorate General of Taxes of the Autonomous Community
where the company has a domicile.

Finally, the branch is entered in the Commercial Register corresponding to the registered office
within two months following the execution of the deed.
You must also declare the establishment of the branch in the Registry of Foreign Investment
under the Ministry of Economy. See: "Foreign investment in Spain by non-residents"
the final CIF is required.
Once established will begin operations being required, the subsidiary (not the parent company),
deposited in the Companies Registry annual accounts.
The Taxation of the branch will depend on the provisions of Double Taxation Conventions
applicable to the particular case, and, failing that, be taxed on the income tax.
In any case, we must bear in mind that apart from a few differences between branches and
subsidiaries arising from that described above, other tax and accounting nature, but in any case
must take into account any agreements signed between Spain and the country of origin of the
parent company.
Finally, remember that these modalities is some examples to operate in Spain. There are others
such as the signing of distribution agreements and cooperation with Spanish companies (joint
ventures, economic interest groups), transactions through agents or brokers, franchises, etc.
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