Invest in The Basque Country

Basic guide to labour, commercial, accounting and tax regulations

Sayma SPRI
General procedures for setting up a Trading Company2019-05-17T12:13:15+02:00

GENERAL PROCEDURES FOR SETTING UP A TRADING COMPANY

In general, the ordinary procedure for setting up and registering a trading company can be carried out within a period of between one and two months.

01. Certificate of availability of a company name for registration

This is requested from the Central Mercantile Register in Madrid, being able to request up to 5 names.

The Mercantile Register will issue a name certificate within a period of between 1/3 days and the reservation of these denominations will be valid for 6 months.

02. Application for Provisional Tax Identification Number

An application is made to the Regional Treasury of the corresponding Regional Territory by means of Form 036, to which must be attached

  • A copy of the foreigners’ ID or national ID card (representative of the company)
  • Certificate of availability of a company name for registration:
  • Agreement to set up the company

03. Opening a bank account

The founding partners will have to transfer the amount of the share capital to this account, with the financial institution issuing the corresponding certificate of disbursement that will be provided in the articles of association.

04. Issuance of Public Deed

Partners must appear before a Notary Public, providing:

  • Identification of founding partners
  • Statement of real ownership
  • Certificate of availability of a company name for registration
  • Articles of Association of the Company
  • Bank certificate accrediting the deposit of the share capital
  • Foreign investment declaration form if any of the partners is non-resident

05. Registration of the registered office at the Madrid Mercantile Register

Once the deed has been presented to the corresponding Provincial Treasury, it will be sent to the Mercantile Register. The Register must register the establishment of the company within a period of 15-30 days

06. Obtaining a permanent tax ID number

By means of Form 036 before the corresponding Regional Treasury to which, among other documents, a copy of the public deed of incorporation registered in the Mercantile Register will be attached.

07. Registration with the tax authorities and employment authority

By means of Form 036 (registration for the corresponding tax obligations: VAT, Corporation Tax, Withholding Tax, etc.) a Form 840 (registration for Tax on Business Activities) at the corresponding tax authority.

For labour-related purposes, the company must register with the Social Security, Social Security General Treasury, to obtain a corresponding contribution number, register workers and notify of the opening of a work centre.

Likewise, the regulations (Law 14/2013 of September 27, on support for entrepreneurs and their internationalisation) establish a faster telematic procedure for incorporation and registration than the normal process. It applies to limited liability companies in which standardised articles of association forms are used. For this type of express procedure, the incorporation time is considerably reduced to a period of approximately 15 working days.

The establishment of companies by non-resident natural persons or legal entities may extend the aforementioned periods, as these partners must first be identified before the corresponding Regional Treasuries, by obtaining their foreigners’ ID number (natural persons) or tax ID number (legal entities). For this purpose, different documentation must be provided from the countries of origin/residence, which in all cases must be legalised, apostilled and translated into Spanish.