Register a Spanish company

Types and establishment process of Spanish companies

Companies investing in Spain can be divided into three categories according to the projects to be operated, the amount of investment and the composition of shareholders. : Limited by Share Ltd (SA), limited liability company (SL) and individual entity. Number of shareholders: From 1996, only 1 person is needed to set up a joint stock or limited liability company.

Spain Ltd.:

According to Article 4 of the Spanish Joint-stock Company Law, the minimum registered capital shall not be less than 60 10/.21Euro (i.e. equivalent to the original provision of100000 pesetas; The fixed exchange rate between euro and Spanish currency unit pesetas is 1 euro equals 166.386 pesetas); At least 25% of the registered capital must be paid in full at the time of establishment, and the rest can be paid in full within a certain period stipulated in the company's articles of association.

Spanish limited liability company:

The minimum registered capital is 3005.06 Euro (500,000 pesetas). Since 1995 revised the Company Law, the restriction that the maximum registered capital should not exceed 300,506.52 euros (50 million pesetas) has been cancelled.

Spanish company application process:

Joint stock limited companies and liability limited companies need to apply for names, formulate articles of association and appoint legal persons. They need to go to the notary office for notarization and register at the company registration office, and then register at the commercial registration office in their region. At the same time, they need to file with the central commercial registration authority and publish it in the newspaper. The whole process takes a month, and the individual entity can operate immediately.

Doing business in Spain requires administrative permission.

1, apply to the government for a business license (Licencia de Apertura).

2. Apply to the tax bureau for tax license (IAE) and statistical statement (DECLARACION CENSAL).

3. Apply to the Labor Bureau for the company's industrial and commercial registration; If there are workers, you should also apply for the company number and pay the labor insurance for the workers.

The above documents are needed by every industry. Some special industries need other licenses and registrations. Such as industry, construction, etc., need to be registered in the competent department of industrial energy in the autonomous region; If it is food, you need the health registration number of the health department.

Procedures and procedures for starting a company in Spain

The establishment procedures of foreign-funded enterprises and domestic-funded enterprises are basically the same. The only difference is that after the establishment of a foreign-funded enterprise, it is reported to the Foreign Trade Department of the Ministry of Industry, Trade and Tourism to facilitate the statistics of foreign investment, but it does not need prior approval.

In recent years, the Supreme Council of the Spanish Chamber of Commerce has reached an agreement with relevant government departments in the west, and local chambers of commerce provide one-stop services for newly established enterprises, and most of the procedures for setting up enterprises can be completed in the same place.

Nevertheless, it is suggested that it is best to go through the relevant procedures through lawyers or agents specializing in enterprise establishment, which can save time and avoid a lot of tedious work.

(1) Procedures for establishing Spanish enterprises

1. No objection certificate of Spanish company name: You must obtain the certificate that there is no company with the same name as the proposed company.

2. Articles of Association of Spain: The shareholders of the company sign the articles of association in the notary office.

3. Pay property transfer tax and judicial and notarization fees for documents.

4. Obtain the Spanish company tax number (CIF).

5. Registration: After obtaining the legal person status, a Spanish company is registered in the Spanish Company Registry.

(ii) Procedures for the establishment of Spanish companies

1. Spanish municipal government: All enterprises need to apply for a business license from the local municipal government before opening; If you need to transform office buildings, factories, stores, etc. , must apply to the local municipal government for "project license".

2. Registration in Spain: All enterprises that purchase real estate must register in the real estate registration office. Industrial enterprises must be registered in the "Industrial Registration Bureau" before starting work.

3. Spanish tax: go through the formalities of collecting "business tax" with the tax authorities; At the same time, it began to file tax returns with the tax authorities.

4. Spanish labor: notify the labor department to start business, register and receive the social insurance number paid by the company, and receive the social insurance number for the company's personnel.

5. Spanish certificate: purchase and notarize business scope certificate, labor supervisor visit certificate, employee registration certificate, etc.

Employees come to Spain to seek recognition.

There are two ways to apply for a job in Spain. The first is the employer's residence (Cuenta Propia) and the other is the employee's residence (Cuenta Ajena). If the company has been operating normally in Spain, its employees can come to Spain by applying for work and residence, and the following documents are required:

1, prepare the contract; 2. Enterprise identity card; 3. Company tax number (CIF); 4, the company labor bureau number; 5. Notarization of company establishment; 6, the company's operating statements; 7. Company work requirements; 8. A certificate issued by the Spanish Employment Bureau, which proves that the job you applied for is not unemployed in Spain.

Job hunting requires the following documents: 1, original and photocopy of passport; 2. Application form; Three or four photos.

Foreign investors must set up a company in Spain before they can start business. In addition, they need a person with Spanish residence or ID card as the legal representative of the company, otherwise they can't apply for administrative license. Residence in Spain can be divided into family residence, work residence and EU residence (meaning for EU personnel and Spanish family members, valid for 5 years). In addition, the length of family stay is different; Work residences are divided into employee residences (1 year, 2 years, 3 years and 5 years) and employer residences (same as above).

Taxes payable by Spanish companies

Taxes payable by the Company are:

(1) enterprise income tax. This tax is paid at 35% of the company's net profit. However, some local enterprises are given certain preferential treatment, and at the same time, tax reduction and exemption are given to electronics, medicine, shipbuilding, high-tech, public welfare undertakings and projects that can create new employment opportunities as appropriate.

(2) value-added tax. According to different industries, taxes are divided into three types: general goods and services are16%; Hotels, restaurants and other service industries are 7%; 4% for food and drinks; Alcoholic beverages 16%.

(3) business tax. This is a local tax. Collected by the town government where the company is located. The tax rates vary.

In addition, the company also needs to pay social insurance for its employees (equivalent to about 30% of their net salary). Social insurance includes three categories, and the premium varies according to the industry and the nature of work:

1) general social insurance. Mainly refers to medical care, pension, etc. The tax rate is 28.3% of wages, of which individuals pay 4.7%; For example, the tax rate for part-time employees (hourly workers) is 1 1.32%, of which the individual pays 1.88%.

2) Industrial accident insurance. Regular employees and temporary employees are the same. The rate is 0.99% of the salary, of which the individual pays 0.63%. The construction industry has the highest ratio.

3) unemployment, employee training and other insurance. Full-time employees, with the rate of 8.9%, of which the individual pays1.7%; For part-time employees, the rate is 0.4%, and individuals pay 0.0%.

Procedures for applying for a general visit visa and a special visa for long-term residence

What are the procedures and procedures for foreign company personnel to travel to Spain? The Schengen Agreement countries are basically the same. First, you must have an invitation letter from a Spanish company, and then you can apply for a temporary entry visa at the Spanish embassy. Generally, a temporary visa allows a stay of 30 days, and a short-term business visit visa is 90 days. If you want to work in Spain, you need to apply for a special (D) visa to allow you to stay and work in Spain for a long time. To this end, it is necessary to have an invitation letter from a western employer, a labor contract and other documents, and apply to the local labor department and the police department for a long-term residence and work permit after obtaining the above-mentioned special visa to enter Spain. Applying for a long-term residence and work permit in the West is cumbersome, time-consuming and difficult, often taking half a year or even a year; In addition, the documents are postponed and the waiting time is longer.

Spanish trademark and patent registration management

Spain is a member of the Paris Convention for the Protection of Industrial Property and the Convention of the World Intellectual Property Organization. In terms of patents, Spain is a signatory to the Munich Convention on European Patents and the Patent Cooperation Treaty.

1, trademark registration management

Spain's trademark authority and the department accepting registration is the National Industrial Property Registration Bureau. Trademark registration method: the trademark applicant is registered in the Trademark Section of the State Industrial Property Registration Bureau, and the effective date of the trademark is subject to the date approved by the Industrial Property Registration Bureau. The following materials are required to apply for trademark registration: 1) application form; 2) Trademark description (in duplicate); 3) Trademark description written in 16 format; 4) trademark stereotypes; 5) Certification of 50 trademarks; 6) Certificate of the place of registration of the original trademark; 7) Work-related injury compensation certificate (referring to documents that have not been registered with other registration agencies before); 8) Directory of the above documents. If drugs are involved, you must also issue a certificate from a pharmacist, doctor or veterinarian. If an agent is entrusted, a power of attorney must be issued. The application report will be published in the official gazette of industrial property rights. If no objection is raised within two months, it can be regarded as passed. Once a trademark is legally registered, it obtains the exclusive right and is protected by law. No other company has the right to use it without authorization.

2. Patent registration management

Spain's patent authorities and registered departments are also the National Industrial Property Registration Bureau. Patent registration method: the patent applicant shall register with the Patent Section of the State Industrial Property Registration Bureau, and the effective date of the patent shall be subject to the approval date of the Industrial Property Registration Bureau. Applying for patent registration generally requires the following materials:

1) application form;

2) Patent specification (in triplicate);

3) pattern;

4) Directory of the above documents;

(5) Models and samples that the applicant considers necessary;

6) Certificate of origin. If an agent is entrusted to handle it, a "power of attorney" must also be submitted. The application report will be published in the official gazette of industrial property rights. If no one raises an objection within 45 days, it will be approved. Once a patent is legally registered, it obtains exclusive rights and is protected by law, and other companies have no right to use it without authorization.