From our firm we want to help all those foreigners and companies from outside Spain who want or seek to settle in this country, and who get lost among the procedures or want to delegate to a Spanish firm with extensive experience both in subsidiaries, as branches and permanent establishments of foreign companies from any country of the European Union or from countries of another continent (USA , Canada, Brazil, Mexico, Dubai, China, Russia, etc… That is why we have created this guide: to solve all your doubts. We will provide all the keys to start your company in Spain being a foreigner or a foreign company.
WHY SHOULD YOU OPEN YOUR BUSINESS IN SPAIN ADN NOT ANYWHERE ELSE?
In recent years Spain has become a true business center at European level. It could be constituted in Madrid, Barcelona or any other city in the country, now we recommend Vigo for countless reasons that we will highlight, some of them is because it is fully connected to the Iberian peninsula (Spain-Portugal), Europe’s largest fishing port of frozen and fresh fish, one of the main poles of companies that build ships worldwide (shipyards), automotive city with the most profitable factory of PSA Citroen , National Airport in the city and in half an hour, a community airport, as well as an hour and fifteen minutes a transocean airport (Oporto)
Here are 7 reasons why you should invest in VIGO (SPAIN):
Betting on investment in Vigo involves playing with multiple tricks in favor. The first, and most obvious, is its location at a key point on the Atlantic facade. The city is located in the true epicenter of one of the busiest navigation channels in the world as around 60,000 boats pass annually on its coast. It is also an intersection of maritime trade routes between Europe-Latin America and Europe-Africa, as confirmed by traffic data from the Port Authority pointing to a sharp increase in transcontinental lines. Its proximity to Portugal (37 kms from the border) is another trick that plays decisively in favor of Vigo so that the city has already become one of the points of entry and exit of goods from both the autonomous communities of the interior of Spain and northern Portugal. The Vigués port is the first in northwestern Spain in exports and container traffic, accumulating more than 50 percent of the entire general cargo. Vigo, finally, is the largest and most industrious city of the historic autonomous community of Galicia and its metropolitan area metropolitan area, which reaches half a million inhabitants, has made it one of the ten most important conurbations in Spain.
Another objective data on the unbeatable possibilities for comunicacionesinvestment in Vigo are its communications, exceptional both by air, rail or by road. The city has its own airport with national and international lines and with the support of three other terminals within a maximum radius of 150 kilometers, allowing you to quickly communicate with everyone. The local terminal has just been expanded and renovated this year, improving its performance. The good connections to Madrid and Barcelona stand out, with routes throughout the day. And nearby are A Coruña and Porto (150 kilometers) and Santiago (90 km). As for land transport, it highlights its network of highways that connect Vigo with Santiago and A Coruña to the north, porto and Lisbon to the south, and Madrid and the rest of Spain to the east, with hundreds of kilometers (about 500) free of charge, which helps to reduce transport costs. At the end of this year the high-speed train line with Santiago and A Coruña will be launched and from 2018 a new AVE terminal with connection to Madrid will be operational, which will be three hours by rail. An added advantage for investors interested in being implemented in the area is the next opening of the logistics platform(PLISAN or Puerto Seco), with an area of 350 hectares, 20 minutes by road from the center of Vigo and connected by rail with the port itself. It will be one of the six existing in Spain.
- ECONOMIC ENVIRONMENT
Vigo stands out for being a city considered as the industrial capital of Galicia, where national and foreign investment has been a constant over the last hundred years, especially since a development hub was launched in the middle of the last century that decisively boosted business takeoff as a unique case in Spain. It was in the past and it continues to be today. The city has two pillars in its deeply rooted economy, which reduces the risk of investment, which becomes reliable and of absolute confidence. On the one hand, the automotive industry, which pivots around PSA Peugeot-Citroen, and which with its more than120 auxiliary companies offers a dense and stable business fabric thanks to its high qualification and its market situation. Secondly, the fishing sector, which gave rise to Vigo and which underwent a spectacular evolution from the industrialization of extraction. There is a third pillar through business parks (Free Zone especially in Vigo, Nigrán and Porriño, in addition to the Xestur polygons in Mos) and technology, with the space industry as the latest product thanks to the work of the University of Vigo – which has already launched two small satellites and prepares a third largest – and the Consortium and the Cameral Incyde Foundation, which finalizes the construction of a nursery of companies for the development of technology derived from space. It is the new challenge, which opens the door to the arrival of determined companies.
Vigo’s most active industrial pillars are based on two very mature production systems, the productive system of fishing and automotive. In these activities you can only be competitive if excellence is based on all the activities that surround them: Talent, design, quality, logistics and productivity.
Vigo is a city that has an R&D&I structure of a surprising size, born of the need to improve, of the permanent cooperation between administration, university and company, of sharing among all a goal: to be a globally competitive city.
It may surprise anyone approaching the map of Vigo’s knowledge, the diversity of research, learning and continuous improvement support centres. Vigo has a competitive University in the international rankings, three public research centers (Instituto de Investigaciones Marinas-CSIC, Instituto Oceanográfico de Vigo- IEO, and the Marine Technology Unit-IEO), seven technological centers (AIMEN, Association of Metallurgical Research of the Northwest; CECOPESCAN, National Technical Centre for fisheries product conservation; CETMAR, Sea Technology Center; CTAG, Galician Automotive Technology Center; ENERGYLAB, Energy Efficiency and Sustainability Technology Center; FCTG, Granite Technology Center Foundation; GRADIANT, Technological Telecommunications Center of Galicia 😉 An own economic development agency (the Vigo Free Zone Consortium) that has a VIGOACTIVO venture capital company, a VIAVIGO entrepreneurs accelerator, business center and business incubators.
Together, more than 1,000 specialized researchers and engineers gather here whose sole objective is the competitiveness of the production systems projected to the world from Vigo.
- FOREIGN INVESTMENT
Vigo is a city that was always in the crosshairs of investors. Its location, infrastructure and high qualification of its professionals, attracted for a long-time large industrialist who established their bases of operations here. Vigo is already a globalized city, demonstrated by the strong presence of multinationals in its territory, among others are established in Vigo and its multinational area of the weight of PSA Peugeot-Citroen, GKN Driveline or Faurecia Escape Systems Spain. Other successfully implemented companies include Wartsila, BorgWarner Emissions Systems Spain or Gestamp Windd Steel, or more recently the arrival of Chinese capital for the relaunch of Citic Censa. Vigo is an attractive city for many reasons, the most important is its offer of a wide variety of key elements for business development that, together with other factors, facilitate the path to good business results or what is the same, to the success of investments.
Thanks to its strategic location,Vigo can be chosen as a place to invest from a dual perspective: as a gateway to a key market such asthe European Union, or as a gateway to emerging markets, such as Latin America, Asia or Africa, accessible through a network of ports interconnected with Vigo’s.
The port of Vigo is a winning asset thanks to its global leadership in fishing and its continued expansion in commercial traffic by building new platforms with capacity for the world’s largest vessels. In seafood intended for human consumption, 800,000 tonnes were processed in the sum of fresh, frozen, preserved and salted thanks to the capacity of the refrigeration companies installed on the first line of the Vigo Sea. However, while fishing is one of the two main pillars of the local economy, the port also stands out for its strong projection, visible in the expansion of its terminals for general traffic and container movement, two key points where Vigo is a leader in Galicia and gateway to Europe, Latin America and Africa, highlighting its “hub” role in cars of brands such as Renault Toyota or, which have bet on the local platform as a point of operation. The start-up of the sea motorway (Vigo/Algeciras/Nantes-Saint Nazaire/Le Havre), already approved, is still pending and has a minimum frequency of two trips per direction per week.
Vigo is a relatively young city in its two concepts: it is officially only 200 years old with the title granted and its average age is below Galician, at about 40 years old. But Vigo stands out above all for being a working city with 300,000 census inhabitants and 600,000 people in its metropolitan area. Even Galician folklore recognizes this character in his songs. It is not a topic, but a real example of the character of the Vigués whose work ethic had consequences: in the twentieth century it became the city that grew the most in Europe and this was precisely because of its entrepreneurial character. Another feature is its status as a maritime city and therefore open to all cultures and countries. For years it was the gateway to the Atlantic for the entry and exit of people and now it is of goods. Proof of all this is the existence in the city of diplomatic representatives from a dozen countries with their respective consulates.
WHO CAN START A BUSINESS IN SPAIN?
Regardless of whether you are a Spanish foreigner or national, anyone can start their business in the country. The only requirement is to be a legal resident. So faced with the question of whether a person without papers can create their business in Spain, the answer is no. Having legal status will be paramount.
The process can be more or less complicated, depending on the country of origin.
The steps to the legal constitution of a business are always the same, regardless of whether you are a foreigner or not. The only difference lies in the previous step that any non-Spanish should make: the need to become a legal resident in the country. Once the residence is achieved, the step by step is exactly the same.
So, let’s examine the two possible cases:
If you are from any country of the European Union (Community citizen), the procedure is simple. Just get your NIE and EU registration certificate and you can move on to the constitution part.
However, if you are not an EU citizen, you will need to get your work visa to start your business in the country.
There are two different types of work residences that can allow you to carry out the process: the entrepreneur visa and the self-employment permit. These two visas are the ones that will grant you the specific type of residence that will allow you to create a company.
You will choose one or the other according to the typology of your business idea. Let’s look at it in more detail.
If the business idea you want to develop is innovative and incorporates a high level of technology into your operations, then you must apply for a visa for entrepreneurs. Although the requirements are much stricter and not any business idea will be valid to obtain residency, it offers many advantages.
The application process is much faster, and you can get your visa after 20-30 days.
However, it is crucial that you understand all the requirements before you begin. Well, you’ll need to present a really detailed business plan, prove that you have enough skills/knowledge and enough financing methods to ensure that the company has a monetary influence.
That’s why we suggest you visit our article in which we treat the legal process to obtain the visa as an entrepreneur.
Let’s say, for example, that you want to open any kind of classic business like a local café or supermarket.
In these cases, as the project is not innovative enough (it is something that already exists), the residence permit that will allow you to develop the business is the self-employment permit (a regular work permit).
However, although the project does not necessarily have to be technological for the application to be accepted, not all companies will be valid. So how do I know what kind of company to start?
CHOOSE THE RIGHT BUSINESS IDEA
This is another very important point that you’ll need to consider before you start. As we just saw, depending on the type of company you want to start, the corresponding residence card changes.
Therefore, finding the right business idea is crucial.
Without a good business idea, failure is guaranteed. But that shouldn’t be a problem. Thanks to the internet and the interconnection-based world it has created, opportunities abound everywhere. Thus, in Spain there are several investment opportunities that you should consider.
TYPES OF COMPANY IN SPAIN
Before starting the process of establishing a company, we must decide what the type of company will be. But we’re not talking about the business model or the specific project. We’re talking about its legal structure.
In Spain there are different business structures from a legal point of view, all of them defined by the Trade Code. Each of them has its own characteristics, and understanding its different purposes is crucial. Next, we’ll talk briefly about the main ones and the ones you might be most interested in.
The different types of company in Spain are as follows:
Probably the best option for small businesses, since the legal process for their creation is really simple. One of its main advantages is that it does not require any type of initial investment.
However, being an individual company has an important disadvantage: there is no distinction between the company’s assets and your personal heritage. Therefore, you will be fully responsible for any possible debts that the company has. Your responsibility is unlimited under an individual company.
Who is this corporate structure ideal for? For painters, web designers, … That is, for all those individuals whose activity does not require a company for its realization, as is the case with the work of the self-employed.
Taxes payable as an individual company
As for taxes, mainly as an individual employer you will pay income tax (IRPF). This means you’ll have to be in charge of making tax returns on an annual basis.
Since your activities will be regulated by the income tax regime, you may end up paying an unnecessary amount of tax when using this legal structure. And that will happen if your income is more than 50,000 – 60,000 euros per year.
Therefore, in case you expect to earn above that amount, our advice is that you are decanted by a limited liability company.
Individual vs self-employed company
There is a widespread misconception that we must address here.
For we often mistakenly assume that the word autonomous and individual employer are the same. And it’s a mistake. Because yes, you can have your work permit as a self-employed worker. However, that doesn’t mean you’re being discharged as a freelancer. You must have set up an individual company, which is different.
A self-employed person is two things: a freelancer and a company administrator. On the other hand, a freelancer does not necessarily manage the company.
Why did we mention this? Because the constitution process is so similar. You’ll need to fill out model 036 or 037, as the case may be. In this form you wonder if you are an individual or self-employed entrepreneur. You have to choose the first one in case you want to set up a company.
You can access our article to learn in detail how to register as an autonomous Spain being a foreigner to clarify it even more.
2-Limited Liability Company (SL)
This is undoubtedly the most popular business structure in the Spanish territory. Why? For its flexibility and ease in the process of incorporation, demanding only 3,000 euros as a minimum capital investment. (could even be constituted without such a contribution of EUR 3,000)
If you anticipate that you will generate revenues greater than 60,000 euros per year, it is directly a company rather than establishing yourself as a self-employed worker or setting up an individual company.
One of its main advantages is that your responsibility will be limited to the capital investment made. Therefore, if you have invested the initial 3,000 euros of capital, that is the maximum amount that can be asked of you on a personal level as a founder in case of indebtedness.
In this case you will not pay income tax, but corporation tax. This one equals 25% of the company’s profits. It is also necessary to file the VAT return.
However, there are several exemptions that you can benefit from and that can significantly reduce the tax base; so, you’ll save money.
Therefore, we recommend that you rely on an accounting team to manage your quarterly and annual returns. Your pocket will thank you!
A public limited company is the legal structure reserved for large companies that trade shares. They are characterized by a much stiffer structure and it takes 60,000 euros for their constitution.
Its main advantage is that it allows to obtain external financing, since the shares of the company can be purchased on the stock exchange.
However, we suggest that you start first with an SL and then move on to a public limited company once you decide to make an IPO.
But what if you already have your own company in any other country and want to expand in Spain?
In such cases, opening a branch office is the right option. It will offer you the possibility to expand into a new market while harnessing the power of your brand and know-how.
If you want to create a branch of your company in the Spanish territory you will have to present a power of attorney and a copy of the public deed of incorporation of the company. If your country’s commercial law provides for it, you must also present a reputable certificate.
In this particular case, if you yourself are the one who opens and runs the branch in the Spanish territory, you must be resident in the country.
To establish your business in the Spanish territory, you will need to follow these steps:
- Get your NIE number
- Definition of company names and verification of their validity: certificate of uniqueness
- Obtaining the CIF or tax identification number
- Opening a bank account to be used by the company
- Establishment of shareholders and creation of the agreement that regulates them
- Go to the notary and sign the public deed of incorporation
- Registering the company with the tax authorities
- Company registration in social security
THE 8 STEPS TO SETTING UP YOUR BUSINESS
We can mainly identify 8 steps for the creation of a company in Spain. Let’s look at them in detail.
1-Get the NIE number
The first thing we have to do as foreigners is get the NIE number. It is an identification number that will allow you, among other actions, to open a bank account, be identified from a tax point of view, etc. The NIE is the most important thing to be able to operate freely in Spain.
The NIE application process is really simple. The timeframe within which it can be obtained will depend on whether you are a citizen of the European Union or not. As it takes 3 to 5 working days to get the NIE for Community citizens, while otherwise it will depend on the availability of the Office of Aliens to pay an appointment.
There are two possibilities to get this number:
Do it from your home country, at the Spanish consulate
Request it while you are in Spain. To do this you need to get an appointment at any police office.
Once you have the NIE you will have to request what is called a certificate of uniqueness or exclusivity. This document states that your company name is free to use and is now in your possession. How to get it?
First of all, you will have to make a list with 3 possible names for your company. These must be sent to the Commercial Register to verify their availability (see that there is no other company registered under that same nomenclature).
If available, one of the three will be accepted; depending on the order of preference you would have commanded them with. This process can take about 48 hours.
Thus, we are referring to the official name of the company, the name that will appear on invoices and in other official documents.
However, you can ask the registry to add an additional name to be used in non-legal situations.
In case you want to register your brand at the legal level, we can register the trademark.
3-Apply for the CIF (Company Tax Id)
Your business needs to identify with tax authorities. That’s why you must apply for your CIF. This is the unique number that allows you to identify your company from the rest of the tax credits.
To do this, basically:
First, you will need to download the corresponding form on the website of the Tax Agency
The next step is to fill out that form
Finally, you’ll need to make an appointment with the local tax agency office to file it, along with your NIE
If you want to perform import/export operations within the EU, you will need an EORI number. In most cases it’s automatically assigned when you register your business, but otherwise you’ll need to apply as well.
4-Open a bank account for your company
Now that you have the NIE number, creating a business bank account with any entity will be a simple task.
Assuming that you choose as your corporate structure the Limited Company, you will have to contribute 3,000 euros for the establishment of the company, a monetary amount that you must have in a deposit in the newly created account. (there are more options to detail)
Undoubtedly this amount of money contributed will not be money lost it can be used for the day-to-day operations of the company.
This monetary contribution shall generate a bank certificate demonstrating that contribution. Keep that document very well! Well, you’ll have to take him to the notary on the day of the constitution.
And what if you don’t have that kind of money? In that case, you can also use different assets that reach the same monetary valuation. For example, you can use your computer, mobile phone, or any other similar asset that might add up to that amount.
However, it is not something that we 100% recommend. Why? Because then, if you want to sell the company’s shares or split the capital for the different shareholders, it’s going to be much harder than if you used cash.
5-Define the company’s shareholders and partner agreement
At this point we must decide who and how many the shareholders of the company will be. In addition, we will have to determine who will hold the position of director.
In this sense, there are two different types of directors:
First of all, we found the commercial director. It does not have to have a salary or work permit, but once a year it must sign the annual accounting derived from business operations. The trade-off for the director adopting this nature is that, legally, it is then required that there be a worker under the business structure.
However, what many companies often do is have a director who groups both corporate and work functions low, thus eliminating the need to hire a lower-level worker in the hierarchy.
Once decided, only the partner agreement will have to be created, defining each shareholder and the percentage of participation that each has. This is one of the most crucial steps in the process, as future possibilities must be foreseen to avoid problems later. That’s why we strongly recommend that you have a company attorney for this task.
6-Go to the notary to sign the public deed
Once we have all the documents mentioned above (NIE number, bank certificate and Commercial Registry certificate), the next step is to access the notary to sign the public deed.
You will define who the investors/shareholders are and the administrator. In addition, you will need to enter an address (the social address).
In addition, you will need to clearly establish what the activity of the company is. Our advice here is to be as open as possible: put all the activities related to what you are going to do. That will be crucial to avoid turning back to the notary in the future if you expand your business or pivot activity.
If you trust us for the whole process of creating your company in Spain, we will coordinate and represent you before the notary, getting all the appointments with the legal institutions involved in the constitution process. You’re not going to have to worry about anything.
Subsequently, the notary will register the company in the Commercial Register in an official way. This process can take 3 weeks. However, from the day you sign the company’s constitution before a notary, you will be given a provisional VAT number with which you can start its activity.
7-Back to the Tax Agency
Once the public deed has been signed before a notary, you must return to the Tax Agency to:
Record all documentation, getting that authority to seal it.
Request a final tax identification number from your company. Well, in the first step you got a provisional one.
Keep in mind that you’ll only start paying taxes once your activity starts effectively.
8-Social security registration
And finally, the last step: visit your local Social Security office to register your newly created business.
Please note that if you register as an individual entrepreneur, there is a specific regime called RETA that will apply to you. During the appointment, you will need to file Form 036 or 037, your NIE, passport and IRPF form.
And you’ll be ready to go!
This has been a brief guide for all those foreigners who intend to start their company in the Spanish territory. You’re going to have to perform these 8 steps to create your company. And, while after reading this post it may seem like simple procedures, it is true that the process can become somewhat tedious at times.
It’s not just about delicate steps and documents (for example, when it comes to partner agreement); but also, why you need to make sure you keep up with your tax obligations.
That’s why we recommend that you contact us to help you throughout the process. Nuestror Despacho specializes in the establishment of foreign companies in Spain and our professionals will accompany you throughout the constitution process. In addition, our accountants will take care of your taxes.