Dear Client,
Company Formation in Spain for Non-Schengen Citizens
Spain is an attractive destination for foreign entrepreneurs due to its strategic location in Europe, diversified economy, and business-friendly environment.
However, non-Schengen citizens must meet specific requirements to establish a company in the country. Below, we outline the essential steps and requirements for non-EU foreigners to form a company in Spain.
1. Choosing the Legal Structure
The first step in setting up a business in Spain is selecting the most suitable legal structure. Some of the most common options include:
• Sole Proprietor (Autónomo): Ideal for small businesses or individual entrepreneurs.
• Limited Liability Company (SL or SRL): One of the most widely used forms for SMEs, as it limits liability to the contributed capital.
• Public Limited Company (SA): Suitable for large enterprises with significant financing needs.
• Branch or subsidiary: For foreign companies wishing to operate in Spain.
2. Obtaining the NIE and Entrepreneur Visa
Non-Schengen citizens must obtain a Foreigner Identification Number (NIE), which is essential for any legal procedure in Spain.
Entrepreneurs planning to reside in Spain can apply for an entrepreneur visa under the Entrepreneur Law (Law 14/2013). To do so, they must present an innovative and viable business plan evaluated by the Directorate General for International Trade and Investments.
3. Company Incorporation
The basic steps to formalise the company include:
• Negative Certificate of Company Name: Requested from the Central Commercial Registry to ensure that the company name is not already registered.
• Opening a bank account: A minimum share capital deposit (€3,000 for an SL and €60,000 for an SA) is required.
• Drafting and signing the bylaws: Formalized before a notary in a public deed.
• Registration with the Commercial Registry: The company must be registered with the corresponding Commercial Registry.
4. Registration with the Tax Agency and Social Security
The company must obtain a Tax Identification Number (NIF) and register for the Business Activity Tax (IAE). Additionally, employees must be registered with Social Security, and if acting as a sole proprietor, enrollment in the Special Regime for Self-Employed Workers (RETA) is required.
5. Licenses and Permits
Depending on the business activity, additional permits, such as municipal, health, or environmental licenses, may be required. It is advisable to consult with the relevant city hall.
6. Tax and Accounting Considerations
Spain has a tax regime varies according to the company’s legal form. The Corporate Tax rate is 25%, though tax benefits exist for startups and new companies. Additionally, accounting must comply with the regulations of the General Accounting Plan.
Conclusion
Setting up a company in Spain as a non-Schengen citizen is accessible, but it requires careful planning and compliance with specific regulations. Seeking specialized legal and tax advice can streamline the process and ensure a successful entry into the Spanish market. LEXCAM can help you with this process.