Opening an SL in Spain on your own: a route sheet for a resident and a non-resident

Open SL in Spain: 15-step scheme

1. Get the Nie founders and the administrator.

   An alien without NIE would not have an escritura and a tax officer would not have a NIF. NIE needed every founder and administrator; the non-resident received it on economic grounds through the consulate or the Spanish police.

   • I made a list of founders and administrators, and I checked with each of them.
   • Non-residents applied for a NIE economic reason
   • Checked out who can sign the credentials: NIE in Barcelona by step

   Where: Policy Nacional or Spanish ConsulateDuration: Depends on record and consulateValue: duty 790-012, see NIE cost

   When assistance is needed: the founder or administrator is a citizen or resident of Russia or Belarus, the EU's restrictive measures may affect the individual steps of this route, so their applicability to your case should be checked with a lawyer before the start.

2. Select a path: online via CIRCE and PAE or by a notary

   Articles 15 and 16 Ley 14/2013 in Ley 18/2022 describe the application through the CIRCE system: Documento ~nico Elettrónico (DUE) is filled in with PAE (Punto de Atención al Emprededor) or online, notary appoints signature no later than 12 working hours, record keeper makes a record of 6 working hours under the model charter. Without a model statute, final entry is made within 5 days. The documents are in the register.

   • I decided: "CIRCE online, physical PAE or classical notary"
   • For online download, I checked the digital certificate: certificado digital
   • I realize that online and faceways are independent: one step cannot be moved to another.

   Where: PAE, online PAE, notaryDuration: 12 working hours to notary, 6 working hours to register (art. 15 Ley 14/2013)Value: notarized rate for Real Decreto 1426/1989

   When assistance is needed: the contribution is made by property; the full online agency under article 22 bis LSC does not allow non-monetary deposits.

3. Get certificación negativa de denominación

   The name checks and reserves Registro Mercantil Central. One application can contain up to five versions of the name given, and the applicant can be assigned six months.

   • Prepared up to five RMC versions of the title
   • Applyed online for a sede RMC, by post or in Madrid
   • Checked the date: certificate valid for three months for the signing of escritura

   Where: Registro Mercantil CentralDuration: Reserve 6 months, for escritura 3 monthsValue: See RMC page

   When you need help, the name looks like a brand or a trademark.

4. Select the charter: standard or your own

   Estatutus tipo gives the fastest way through CIRCE but does not allow individual rules. Its statutes are necessary if share restrictions, special quorums or several administrators with different powers are important.

   • Identifyd activity (objeto social) and legal address in Spain
   • Elected the authority: sole administrator, joint, joint or council
   • ♪ I've decided if I need special rules on participant shares and withdrawal ♪

   Where: CIRCE (model), notary (own)Duration: until notary entryValue: includes notary tariff

   When you need help, a few participants with different shares and plans, the agreement between partners is better discussed with the lawyer before signing the statute.

5. Bring in the capital and get certificado de déposito

   For Ley 18/2022, the minimum capital of SL 1 is 1 Euro. As long as capital is less than 3,000 euros, at least 20% of the profits go to the reserve fund, and when the assets are disposed of without sufficient assets, the participants are jointly responsible for the difference up to 3,000 euros.

   • Picked capital with limits of up to Euro3,000
   • Opened the public account of the institution and contributed: Spanish bank account
   • I got certificado de déposito at least two months before escritura.
   • I know the alternative: SL does not need a certificate if the founders declare in escritura joint responsibility for the reality of contribution (article 62.2 LSC)

   Where: Bank or payment institutionDuration: Certificate valid for 2 months (article 62.3 LSC)Value: Bank tariffs

   When assistance is needed: the bank refuses to pay or requests many documents on the origin of the funds; for Russian and Belarusian citizens and residents, EU restrictions check with a lawyer before transferring money.

6. Prepare a declaration on titurar real

   The notary is obliged to establish a real owner (titular real) by Ley 10/2010: a physical person who directly or indirectly owns more than 25% of capital or votes or otherwise controls the community; if such person does not exist, he is considered to be the administrator.

   • I've got a chain of possession to the physical.
   • Prepared passports and NIE real owners
   • Prepared the origin of capital funds

   Where: NotaryDuration: upon signature of estrituraCost: Notary in operation

   When help is needed: the founder of a foreign company, trust or nominal possession.

7. Sign escritura de constitución

   Escritura de constitución, a constituent notary act, contains the constitution, shares, capital and appointment of the administrator. Foreign documents for a notary are usually required with apostol and translation.

   • Bringed certificación negativa, certificado de déposito or declaration under article 62.2, NIE and passports
   • To sign the trust, I wrote it with apostille and a translation: apostille on Russian documents
   • If I don't know Spanish, I've arranged for a translator from a notary.

   Where: Notary in Spain (through CIRCE, regular visit or online article 22 bis LSC)Duration: within the period of the certificatesValue: notary tariff

   When you need help, you sign off on a foreign proxy or a non-model charter.

8. Get NIF PROVISATIONAL

   Until a society is registered, the tax officer assigns a temporary NIF. Without NIF, the company cannot receive payments, pay, buy or hire personnel.

   • I've been serving a modelo 036 with an escritura copy (often a notary or CIRCE)
   • Got the NIF card.
   • Figured out how the NIF is different from the NIE: What's NIF?

   Where: Agencia Tributaria (AEAT), online or in the officeDuration: See AEAT pageCost: free of charge

   When you need help, the administrator is not a resident and there is no digital certificate to file.

9. Public transaction tax: release

   The establishment of society is subject to a social transaction tax (art. 19 ITPAJD) but is exempted from it (art. 45.I.B.11).

   • Checked ATC's website to see if you need a release application.
   • Saved the receipt confirmation for the register
   • I understand the difference between AEAT and ATC: AEAT and ATC

   Where: ATC (Catalonia) or the tax authority of the regionDuration: See ATC pageValue: No tax (exemption)

   When you need help, you invest in real estate or other assets, tax issues are broader.

10. Register the society in Registro Mercantil Province

    Escritura is served at Registro Mercantil at the legal address within two months of signature (article 32 LSC). Through CIRCE, the application is made electronically by a notary.

    • I gave you escritura, NIF provisional and tax confirmation from step 9
    • Monitored status and removed the registrar's comments if they were
    • Got an escritura with a registration mark.

    Where: Registro Mercantil de Barcelona (for Barcelona)Duration: 2 months; 6 hours of recording with standard operating procedures, up to 5 days withoutCost: by recorder rate; publication in BORME under model charter without charge

    When help is needed: the registrar refused or made comments on the statute.

11. Get NIF definitivo

    Once registered, the temporary NIF is changed to final: it is supplied with a modelo 036 with a copy of the registered escritura.

    • I filed 036 with registration.
    • Got NIF definitivo and told the bank

    Where: AEATDuration: See AEAT pageCost: free of charge

    When you need help, the deadline is over, and the NIF is still temporary.

12. Give alta consal to modulo 036

    Before the first operation, the society registers activities in the tax register: activity, VAT (IVA), retention, address, same modulo 036, but with starting marks.

    • Selected activity and mode IVA
    • ♪ I decided if registration is needed for intra-EU operations ♪
    • I've dealt with the main taxes: SL taxes

    Where: AEAT, onlineDuration: before operationCost: free of charge

    When you need help, you can sell inside the EU, you can get employees or you can do a few countries.

13. Administrator and RETA: Check mandatory

    The administrator who manages and controls the society generally takes account of the RETA self-employed regime (article 305 LGSS), which specifies the threshold of participation and exceptions by law for your situation.

    • Assessed whether the administrator received remuneration and what proportion he controlled
    • Checked out where the administrator is insured if he's not living in Spain.
    • Studyed RETA and alta and contributions autónomo

    Where: Seguriidad Social (TGSS)Duration: See page Seguriidad SocialValue: Contribution to the Seguridad Social

    When you need help, the administrator lives in another country or is already insured in Spain.

14. Get accounting and annual reporting

    The Society maintains bookkeeping and electronic books, legalizes them in Registro Mercantil within four months after the year's closure. The Assembly approves the accounts within six months, depositing them in the register within a month of approval. The income tax, modelo 200, is filed 25 days after the end of the tax period.

    • I put quarterly and annual declarations on the calendar: SL tax calendar
    • Legalization of books: 4 months after year closing
    • Reporting confirmation, depósito de cuentas, modelo 200

    Where: AEAT, Registro MercantilDuration: in calendar year modelo 200 from 1 to 25 JulyCost: Registry fees and accountant services separately

    When you need help, almost always, the SL account is rarely done: accounting errors and taxes are more expensive than the work of a hestor.

15. Charge foreign investment (D-1A)

    The non-resident who receives 10% or more of capital or votes in the SL establishment applies the D-1A declaration to Registro de Inversions within a month of the date of the investment. Investments from jurisdictions that Spain considers to be non-cooperative are declared irrespective of the share and in some cases in advance.

    • Checked which non-resident participant and his percentage
    • I filed D-1A and saved confirmation.
    • Checked whether prior authorization was required for his sector

    Where: Registro de Inversiones, Subdirection General de Inversions ExtrariosDuration: 1 month from the date of the investmentCost: free of charge

    When you need help, the founder of a foreign company, the investment comes from a non-cooperative jurisdiction or a strategic sector.