Incorporating a company in Spain is an exciting step for those entrepreneurs who wish to materialize their ideas and projects in the business world. However, this process involves a number of aspects that must be carefully considered to ensure a sound and compliant start. The following are some of the key points to keep in mind:
- Company name: Choosing the right name for your company is crucial. It must be unique, respect legality and avoid confusion in the market. It is recommended to have several name options, since a favorable certification from the Central Mercantile Registry is required for approval.
- Registered Office: The registered office is the legal center of the company and must be carefully selected. It may coincide with the place of administration or with the company’s main place of business.
- Corporate purpose and CNAE: Clearly define the activities that your company will carry out. It is important to select a CNAE code that adequately reflects the nature of your business.
- Contributions and Capital Stock: Decides whether the contributions will be in cash or non-cash and determines the capital stock necessary for the incorporation of the company. With the entry into force of the Law 18/2022, of September 28, 2002, on the creation and growth of companies (known as the “Create and Grow Law”).Now it is possible to incorporate a company with only 1 euro of share capital, instead of the 3,000 euros that were previously required. However, it is recommended that a minimum legal capital be established to avoid possible personal liability.
- Administrative Body: The administrative body represents the company before third parties in all acts within the scope of its corporate purpose.
- Preparation of Bylaws: It is essential to prepare the company’s bylaws, which will set forth the set of rules that will govern its corporate operation. These bylaws should be drafted with care and can be adjusted according to the specific needs of the company.
- Registration in the Mercantile Registry: Once the company has been incorporated before a notary, it is mandatory to register it in the Mercantile Registry corresponding to its registered office. This registration gives the company its legal personality and limits the liability of its partners.
In summary, the incorporation of a company in Spain requires attention to several legal and administrative details. It is advisable to have the appropriate advice to ensure that the process is carried out correctly and efficiently.
This publication does not constitute legal advice.
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