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Setting up a Company In Spain

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Just 2 months into 2008 and I’ve done
another new experience.

Well, when I say I’ve “done it”, what I
actually mean is that I’m doing it. And when I say: “doing it”, what I actually
mean is watching whilst other people do it. Oops, when I say other “people
doing it”, what I actually mean is other people talking about doing it.

So, I’m glad I’ve got that straight for you!

You may be confused and if you’re not confused then you
haven’t been paying attention. So let me be clear – I am setting up a limited
company in Spain. Phew! Wasn’t so hard was it?

Now, I am not qualified to give you legal
advice about this process, but I am qualified to tell you what happened to me
and how I managed to get a limited company set up in Spain (I think) and why.

You may know that I run a publishing company
from the UK, with my brother Joe. Well, so far we’ve kept the business running
from the UK, but now we want a Spanish arm. So I researched online, read the
books, asked my friends, learnt all I could about the process, the pros and
cons, the ins and outs and then decided that I would get someone else to do it
for me!

I thought it was a hassle in the UK but Spain really
takes bureaucracy to a new level of inventiveness. Now if you’ve already done this you might be
thinking I’m making a
montaña out of a colina but bear with me on this. Here are
the “official” steps and my experience of them.

STEPS TO SET UP A LIMITED COMPANY (SL) IN SPAIN

What they say:

What actually happened:

Submit possible names
for the company to the Mercantile Registry (Registro Mercantil Central)
to check that no other company is registered under the same name.

I asked for 3 in order of preference and got
the third preferred – Lean Marketing SL – this step took 1 week. I got a
certificate with the company name and my name.

Apply for a provisional
company tax identification code (código de identificación fiscal/CIF)
and register for VAT (IVA)

Now I was informed that in Murcia I couldn’t
get a provisional CIF until I had a bank account opened in the company name.
The bank said they couldn’t open an account without a CIF. This went round
and round for a week or so, until my bank relented and opened an account,
with the proviso that I got the CIF to them within 15 days.

Open a Bank Account and deposit 3100 Euros,
get a
Certificado del Desembolso Efectuado.

Took a while as I didn’t have a CIF. I
deposited 3100 Euros from my UK business account and Barclays relieved me of
a chunk of cash for the privilege. I got my next certificate! Getting quite a
collection now.

Company constitution,
or deed of incorporation, can then be prepared and signed before a notario.

Took my certificates to the Notary’s office,
read through the pre-prepared deeds, waited around for 3 hours (the Notary
was “stuck in traffic”), signed, and left with nothing. Not even my
certificates!

Pay tax (1% of capital deposited) and
register with the
Mercantile Registry

I sent money to my accountants as they are
doing this, I think.

Get permanent CIF and
register for the ‘tax on economic activities’ (Impuesto sobre Actividades
Economicas – IAE
) to get a business licence

Ermm, my accountants are doing this too, I
think (hope).

Register for corporation tax (Impuesto
sobre Sociedades
)

Guess what? My accountants are doing this too. Worth their weight in gold (which
is roughly what I’ve paid them!)

So far this has taken 7 weeks. I have a permanent CIF so that’s good,
but I don’t have any official documents to say I have a Spanish company, I’m
hoping they’ll come soon.

USEFUL PEOPLE / WORDS

Gestor – manager of
“stuff” – does the running around and getting the documents to the right people
at the right time.

Asesoria Fiscal – Accountants – I used a company called Guigalex
in the city of Murcia, they handle the Gestor stuff too. They prepared all the
documents, sent me off in the right directions, spoke to the bank, told me how
much to pay and when, and hopefully they’ll send me the company deeds back
sometime soon!

Notario – Notary – find
the nearest one to you here:
www.notariado.org

Abogado – Solicitor /
Lawyer – I used www.iabogado who will
respond in English to emailed or telephoned questions for a very reasonable
fee.

Registro Mercantil Central – Mercantile Registry – company
names (like Companies House).

Código de identificación fiscal/CIF - company tax identification
code.

IVA – VAT – for most business activities this
will be at 16%, for books it’s 4%, there are other exempt and different
categories so check!

Bank Account – I use Caja Rural – they don’t
take any banking charges for business or personal accounts. No charges, someone
tell Barclays!

STEPS BEFORE SETTING UP A COMPANY

  1. Consult with someone who knows what they’re doing – preferably
    English speaking if your Spanish isn’t really good. Everyone’s
    circumstances are different and what might be right for me, or the chap
    you met on the plane, might not be right for you.
  2. Speak to other people who have set up a company in Spain – their
    experiences may help you reduce the hassle, time or expense.
  3. Be sure that you make the right decisions and don’t rush into
    anything. If this is the first company you’ve run then make sure to do
    your homework first, you’ve got two challenges – setting up a company in
    Spain and making a successful business!

Buena suerte! You’ll
probably need it.



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