Risks (and solutions) of setting up a business in Spain without a previous study

Risks of not doing a previous study prior to setting up a business in SpainDiscover the risks of investing without carrying out a study prior to setting up a business in Spain, and the solutions which will allow you to make business here as a non-resident.

Have you set out the goal of make investments in our country? Consider carrying out a study prior to the setting up of a business in Spain, always taking in consideration the inherent risks in order to prevent the following situations:

  • Non-observance of the legislation and sanctions. Maybe the fact of not being aware of the tax commitments for companies in Spain, for instance, will lead to the commission of an infringement and the imposition of a penalty fee by the Spanish Tax Agency.
  • Poor brand image. Breaking the law can damage your company’s brand image and affect your potential customers in Spain.
  • Unawareness of the existing market and legal barriers. Acting without being aware of the possible barriers from a law or commercial point of view can lead you to miss opportunities, or to not evaluate properly the consequences of a mistake that could have been easily prevented.
  • Waste of time and money. All this involves a waste of time and money for your company and can be avoided by carrying out a previous study.

What includes a study prior to the setting up a business in Spain?

In LEIALTA we are specialized in business consulting and can help you to eradicate risks through a study prior to the setting up of a business in Spain, comprising the following:

  • Study of your business and its particular features: developed tasks, business size, internationalization level, type of product/service to be commercialized, corporate structure.
  • Options to set up your business in Spain: we will propose different legal options such as setting up a subsidiary company, a branch company, a limited company, a stock corporation or the acquisition/sale of an existing Spanish company.
  • Advice concerning the legal solution that best fits your business, activity and circumstances. Some of the options are the following:
    • Setting up a branch or subsidiary company. The main difference is that the branch company has not own legal personality, differently from the subsidiary company. Moreover, the subsidiary company is entirely independent of the parent company.
    • Operating with a non-resident CIF. This way you will be able to make business in Spain without an official seat. In the section below you will find the steps needed to request it.
    • Naming a legal and tax representative. This person will be able to carry out all the procedures in Spain for you. You will have to empower him or her and translate the power of attorney into Spanish with sworn translation and in accordance with the requirements of The Hague Convention, or legalize it.
  • Initial tax advice. We will carry out the procedures to obtain a non-resident CIF. It can be applied for by filing in models 032 (Tax declaration for registration in the taxpayers’ tax register, change of address and/or change of personal details) and 036 (Tax declaration for registration in, amendment of or removal from the Register of Companies, professionals and withholders) and filing in the following documentation:
    • Non-resident company’s statutes (bylaws).
    • Power of attorney through which the foreign company’s managers empower a Spanish resident to operate in our company.
    • Certification of Registration with the Register of Companies so the company’s managers can be identified.
    • NIE of the legal representative in Spain.

All the documentation will have to be translated into Spanish with sworn translation and in accordance with the requirements of The Hague Convention.

  • Delivery of a memorandum. Once the study prior to the setting up a business in Spain has been carried out, we will deliver a memorandum with a summary of the analysis and the conclusions/recommendations specific for your situation.

Which are the procedures to be carried out after a study prior to the setting up of a company in Spain?

Once the study prior to the setting up of a company in Spain has been carried out, including all the documentation stated before, we will take the following steps:

  • Preparation of the company’s statutes (bylaws). If you decide to set up a company, we will draft the corporate statutes or bylaws with the following contents:
    • Name of the company.
    • Company purpose (activities to be carried out).
    • Registered office.
    • Share capital (amount, stocks or shares it is divided in, numeration and rights attributed to the shareholders).
    • Management of the administration (sole administrator, joint or severally administrators and management boards), term of office and remuneration.
    • Method in which agreements are to be deliberated and adopted.
    • Modo de deliberar y adoptar acuerdos.
    • Starting date for the operations.
    • Date of closure of the financial year.
    • Special or preferential rights of the founding members (in stock corporations).
  • Granting of the public deed of the company before a notary. The contents of the company’s articles of association are regulated by the Spanish Corporate Law and are the following:
    • Identity of the shareholders/partners
    • Will to set up a company
    • Contribution of each shareholder and numeration of shares or stocks
    • In a limited company, method of carrying out the initial procedures if the Statutes include different options.
    • Identification of the administrator or administrators.
    • Pacts among the partners.
    • Statutes/Bylaws (with the contents previously analyzed).
  • Inscription of the company in the Register of Companies. Through this act the company gets full legal capacity and will be allowed to operate legally in Spain.

Why hiring LEIALTA to carry out a study prior to the setting out of a company in Spain?

We know that finding the right business consultancy to carry out a study prior to the setting up of a business in Spain can be tricky. Big consultancies can be expensive for the size of your business; smaller ones cannot offer you the service you need, because they are not aware of the difficulties affronted by customers like you and cannot communicate with you in English.

In LEIALTA you will find the solution for setting up a business in Spain without any risk. Our business consultancy has a specific area entirely intended to support foreign entrepreneurs who wish to set up business in Spain without becoming residents. We provide you with advantages such as:

  • Communication in English available. You will not have to worry about the language, because we will attend you in English: procedures will be easier and there will not be mistakes. We have bilingual professionals with accounting and tax training for international environments.
  • Centralized information. You will have a sole provider who will be in charge of all the procedures.
  • Transparency in all the actions to be developed. We will keep you informed about any step we take.
  • Time availability. We will fit to your time schedule and solve your doubts any moment you need.
  • Experience in advising business wishing to operate in Spain. We have helped many companies to establish in Spain, so we will provide you with all our knowledge about carrying out a study prior to setting up a business in Spain, and beyond…
  • Active listening of your needs. We will always ask you about your needs, so we can advise you and provide you with the services which best fit to your situation. We focus on our customers and do not ask them to adapt to us…

Contact our business consultancy in Madrid and we will answer you any question about carrying out a study prior to setting up a business in Spain for foreign customers.

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