Establishing the shareholders of the company
At this point, it is necessary to decide how many and who will be the shareholders of the company. In addition, determining who will be the director of the company is a necessary step.
In this regard, there are two different types of directors.
First, there is the corporate director (“mercantile director”). He/she does not need to have a salary or a work permit, and once a year he/she has to sign the annual accounts of the company. Having this type of director implies that he will also have to have a worker under his structure, as required by Spanish law.
But what many companies actually do is to have a director with both corporate and labor functions, thus eliminating the need to have an employee.
Once this is decided, you just have to create the shareholders’ agreement, defining each shareholder and the percentage of participation that each one has. This is one of the most crucial steps in the process, as you need to foresee any future possibilities to avoid problems later on. That is why we strongly recommend to count on a commercial lawyer.
Going to the notary to sign the public deed
With all the documents mentioned above (NIE number, the bank certificate and the certificate of the Commercial Registry), you must now go to the notary to sign the public deed of incorporation. There you will establish who are the investors/shareholders and the administrator.
In addition, you will have to enter an address.
You will also have to clearly define what the activity of the company is. Our advice is to be as open as possible: enter all the activities related to what you are going to do. This is a crucial step. Why? Because it will avoid the need to go to the notary again in the future if you expand your business or pivot the main activity.
Next, the notary will register the company in the Commercial Registry. This process can take up to 3 weeks. However, from the day we sign the company incorporation at the notary’s office, you will be given a provisional VAT number, with which you can start your activity.
Going to the Tax Office
Now that you have obtained the deed from the notary, you will have to go to the Tax Agency:
- Register said documentation, getting the deed stamped by them.
- Obtain the definitive tax identification number (CIF) of the company.
Keep in mind that you will start paying taxes once you start your activity.
Obtain your CIF (tax identification code)
You need your company to be identified to the tax authorities. That’s why you need to apply for the company’s CIF. So, basically:
- First, you have to download the corresponding application form from the Tax Agency’s website.
- Then, fill in that form.
- Get an appointment at the tax agency office to submit it, along with your NIE.
If you want to import/export within the EU, you will need an EORI number. In most cases, this is automatically assigned when you register your company, but if not, you will need to apply for one as well.
Registering for social security
And finally, the last step: go to your local social security office to register your newly created company. Note that if you register as an individual entrepreneur there is a specific regime that applies, called RETA. At the appointment, you will need to present form 036 or 037, your NIE, passport and IRPF form.
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