Spain

Starting a Business in

Spain

Listed below is a detailed summary of the bureaucratic and legal hurdles an entrepreneur must overcome in order to incorporate and register a new firm, along with their associated time and set-up costs.  It examines the procedures, time and cost involved in launching a commercial or industrial firm with up to 50 employees and start-up capital of 10 times the economy's per-capita gross national income (GNI).

The information appearing on this page was collected as part of the Doing Business project, which measures and compares regulations relevant to the life cycle of a small- to medium-sized domestic business in 183 economies. The most recent round of data collection for the project was completed in June 2011.

  • Standardized Company

  • Legal Form: Sociedad de Responsabilidad Limitada (SRL) -Limited Liability Company
  • City: Madrid

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No. Procedure Time to Complete Associated Costs
1 Obtain a certification of uniqueness of proposed company name (certificación negativa de la denominación social) from the Mercantile Register

The certification of uniqueness of the corporate name can be obtained directly from the Central Mercantile Registry by filing the corresponding form. Alternatively, it can be requested by mail or via the Internet. The Central Mercantile Registry must mail the certification C.O.D. to the address indicated in the request.
Once the Registry issues the certification, the requested corporate name will be reserved for a maximum of 6 months from the certification’s date of issuance.
Each certification of uniqueness of the corporate name is valid for 3 months from its date of issuance. Should the company not be incorporated within this term, a certificate renewal must be requested. The certification must be attached to the public deed of incorporation.

The cost of the certificate is EUR 15.95 + EUR 3
3 days EUR 15.95 (certificate) + EUR 3 (stamps)
2 Open a bank account for the company; deposit capital in the bank and obtain a deposit certificate

Pursuant to Spanish Royal Decree 1,784/1996 (Article 189, second paragraph), the contributions can also be directly given to the notary public before whom the deed of incorporation is going to be granted, at the time of the granting, so that the notary can deposit them in the Company's bank account, provided that (i) the contributions are paid in with cash, and (ii) the request to deposit the capital is included in the public deed.
1 day no charge
3 Grant a public deed of incorporation before a public notary

The public deed of incorporation must include (a) the identity of the company shareholders; (b) their will to incorporate the company; (c) the disbursement made by each of shareholder and the number of shares subscribed to by each; (d) the company bylaws; (e) the type of administrative body that will manage the company; and (f) the identity of its administrators or directors.

1 day approximately EUR 500, depends on the amount of the share capital and complexity of the operation.
4 Submit Declaración Censal de Inicio de Actividad and obtain the Tax Identification Number (Numero de Identificacion Fiscal, NIF) from the Delegación Provincial de la Agencia Estatal de la Administración Tributaria

As a general rule, the statement on commencement of business activities (Declaración Censal de Inicio de Actividad) must be filed and the tax identification number must be obtained before the company starts business activities. A copy of the public deed of incorporation must be filed with the Delegación Provincial de la Agencia Estatal de la Administración Tributaria with the corresponding form. Through the same procedure, the company must also register for VAT. The tax identification number is a prerequisite for registering the public deed of incorporation with the Mercantile Registry . Form 036 may be filed in person with the Delegación Provincial de la Agencia Estatal de la Administración Tributaria or by registered mail, along with the following documents: (a) the original and a copy of the public deed of incorporation; (b) original or copy of identity documents (such as DNI or NIE for a foreign individual or legal entity) of the shareholders; and (c) original of an identity document (such as DNI or NIE. for a foreign individual or legal entity) of the representative of the company.
1 day no charge
5 Obtain a tax declaration of exemption from the Dirección General de Tributos - Consejería Hacienda Comunidad Madrid

On December 3, 2010, Spain adopted Royal Decree 13/2010 whose aim is to support businesses, primarily small and medium enterprises, and remove obstacles to growth, competitiveness and job creation. According to article 3 of Royal Decree 13/2010, all operations regarding the incorporation, capitalization and maintenance of companies are exempt from the Asset Transfer and Legal Documented Acts Tax. This implies that limited liabilities companies are exempted from the payment of this tax to the Dirección Gral de Tributos - Consejería Hacienda Comunidad Madrid (1% of the capital of the company).

A tax declaration must be obtained from the Dirección Gral de Tributos - Consejería Hacienda Comunidad Madrid. Otherwise, the incorporation may be denied at the Company's registry.
1 day no charge
6 File the public deed of incorporation of the company for its registration with the Mercantile Registry.

The registration costs are based on variables such as the amount of the company share capital, the number of shareholders, and the type of administrative body. For example, for a company with share capital EUR 219,760 with five shareholders and five members of the board of directors, the registration fee would be about EUR 159.

Fee schedule for registration:
- If company share capital does not exceed EUR 3,005.06: fee is EUR6.01.
- EUR 3,005.06 to EUR 30,050.61: 0.10%.
- EUR 30,050.61 to EUR 90,151.82: 0.08%.
- EUR 90,151.82 to EUR 240,404.84: 0.06%.
- EUR 240,404.84 to EUR 601,012.10: 0.038%.
- EUR 601,012.10 to EUR 1,202,024.21: 0.02%.
- EUR 1,202,024.21 to EUR 6,010,121.04: 0.009%.
- Over EUR 6,010,121.04: 0.005%.
In any case, the regulated applicable global tariff will not exceed EUR 2,181.67. According to Royal Decree 8/2010 of 20 May to fight crisis fees for public registrar have been reduced by 5%.

The company public deed of incorporation must be filed with the Mercantile Registry of the place where the company has its corporate address within 2 months of the date it was granted. For the public deed to be registered, it is necessary that the Asset Transfer and the Legal Documented Acts Tax has been paid and the tax identification number obtained.

Once the public deed of incorporation has been registered, the company incorporation will be published in the Official Journal of the Mercantile Registry. Upon registration, the company acquires the status of a legal entity.

6 days EUR 155
7 Legalize company books

The process of legalizing the company books consists of the filling of the corresponding application form and the payment of the relevant fees to the Mercantile Registry.
15 days approximately EUR 25 per book (2 books) + EUR 21.14 to legalize
* 8 Submit a notification of start of operations (declaracién responsable) to the municipality.

Law 2/2011 of March 04, 2011 of Sustainable Economy substituted the requirement of obtaining a municipal license with a simple notification, for general companies that do not have a hazardous impact on the environment, public health, security, or the preservation of national and artistic heritage. A general company is now able to start operations with a simple notification. The municipality will conduct an ex-post inspection to ensure compliance.
7 days (simultaneous with previous procedure) EUR 350
* 9 File for social security and affiliate all workers with the local general treasury of social security (Tesoreria General de la Seguridad Social)

Upon registration of the company with Social Security, a state supervisory number is issued and assigned to the company. The required documents are (a) the corresponding form; (b) a copy of the public deed of incorporation; (c) a photocopy of the applicant’s national identity document or power of attorney; and (d) the company tax identification number. Registration of the company and affiliation of all the workers must be made before starting any business activities.

In addition to the registration of the company, registration of each employee with the Spanish Social Security System is required by submitting the following documentation upon hire: (a) corresponding form (signed by both the company and the employee); (b) powers of attorney of the company representative; (c) a copy of the employee's national identity document (such as DNI, NIE, or passport); and (c) a copy of the company representative's national identity card. The Decree 68/2010 of March 26th, 2010 has led to the use of electronic means to start up any type of company. Consequently, the documents that are required in order to register employees with the Spanish Social Security System may be submitted using new electronic procedures.

Alternatively, the documents that are required in order to register employees with the Spanish Social Security System may be submitted using these new electronic procedures (Real Decreto 368/2010, de 26 de marzo por el que se regulan las especificaciones y condiciones para el empleo del Documento Único Electrónico (DUE)).
1 day (simultaneous with procedure 7) no charge
10 Notify the Delegación Provincial de la Consejería de Trabajo e Industria

The company must keep a visits book (libro de visitas) at all times. Information that must be noted includes the details of the company and the work place and a description of its business activity.

The corresponding autonomous community must be notified within the first 30 days of the start of activities and the opening of the workplace. Every autonomous community has its own form. Some require that work injury and safety documentation (corresponding to the specific business or workplace in question) be filed along with the forms. Other forms and documents might be needed depending on the workplace activities. Pursuant to Spanish Labour Inspection's resolution of 25 November 2008, the company can now register through the Labour Inspection's visits book's electronic system.
1 day no charge
* Takes place simultaneously with another procedure.
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