Once you have decided to start up and create a company, one of the first essential steps is to choose the name. It is not enough to have an original idea, you have to make sure that the name is not already being used by another company. This is the purpose of the negative certificate of company name, a document that confirms that the name you have chosen is available.
Below, we explain what this certificate is, what it is for, how to apply for it and the steps to follow after obtaining it, as well as some practical advice to facilitate the process of incorporating your company in Spain.
What is the negative certificate of company name?
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Before getting into the subject, it is important to understand what a negative certificate of company name is and its implications. This is simply an official document issued by the Central Mercantile Register (RMC) that certifies that there is no company registered in Spain with the same name as the one you want to use.
This certificate is compulsory for incorporating a commercial company, as it guarantees that the name chosen is unique and does not lead to confusion with other companies already registered.
What is the negative certificate of company name for in the process of setting up a company in Spain?
The certificate has a very specific function in the incorporation process, i.e.:
- It avoids duplication of names in the Companies Register.
- It allows the chosen name to be reserved for a period of 6 months.
- It is a document that must be presented to the notary to grant the deed of incorporation of the company.
- It ensures the legal identity of the company from the beginning.
Therefore, it is an essential prerequisite to be able to move forward with the creation of your company and to formalise the rest of the procedures, such as: articles of association, CIF or registrations.
Where do I apply for a negative certificate of company name?
Central Mercantile Register: electronic site and requirements
Firstly, the certificate must be requested at the Central Mercantile Register, which has an electronic site from which you can carry out the entire procedure online, without having to go to the site.
Main requirements:
- Prepare a list of alternative names (up to five), ordered by preference.
- Have an electronic payment method to pay the corresponding fee (approximately 16 euros).
- Indicate whether you are acting in your own name or on behalf of another natural or legal person.
How to obtain the negative certification of the company name, step by step?
There are a series of guidelines to follow in order to complete the process correctly:
- Go to the website of the Central Mercantile Register and go to the ‘Company names’ section.
- Click on ‘Application for negative certification’.
- Fill in the form with your personal details or those of your company.
- Indicate up to 5 possible names, in order of preference.
- Pay the fee by credit card or electronic banking.
- Once the certification has been issued, you can download it directly if you chose the digital option or wait to receive it by post if it is a physical version.
In any case, it is important to remember that, even if several names are requested, certification will only be issued for the first available name.
How long does the negative certificate of company name take?
It usually takes between 24-48 working hours, if you opt for digital certification. If, on the other hand, it is requested by post, the period can be extended to 3-5 working days, depending on the courier service.
After the wait, and once issued, the certificate is valid for 3 months, but the reservation of the name lasts up to 6 months, during which time no one else can register the name.
Tips for choosing the right name for your company
This is one of the most important steps, choosing the right name for your company. It is important to follow some tips, which, although simple, can help to better visualise
- Avoid generic terms or terms that can be confused with other brands.
- Avoid including names of municipalities, provinces or official terms such as ‘national’, “European”, “institute”, which can make approval difficult.
- Check names already registered on the CTMR website before filing your application.
- Think about the trademark, not just the legal name. It is possible to register a company name that is different from the trade name you will use for your website or product.
- If you plan to operate internationally or within the EU, make sure that the name is not registered as a trade mark in other jurisdictions.
What to do after obtaining the negative certificate?
Once you have received the negative certificate of company name, you can proceed with the following steps to incorporate the company:
- Apply for the provisional NIF at the AEAT (Spanish Tax Agency).
- Draw up the articles of association and go to the notary with the certificate to execute the deed of incorporation.
- Register the company in the corresponding provincial Mercantile Register.
- Apply for the definitive NIF and activate the company with the Tax Agency.
What if you are going to operate within the EU? Registration in the ROI
It may be the case that a company is going to carry out commercial operations with other European Union countries, for which it would need to register in the Register of Intra-Community Operators (ROI).
This register, managed by the AEAT, allows a company to make VAT-free purchases and sales between EU countries. It is also known as being registered in the ROI AEAT.
Requirements for registration as an intra-Community operator:
- Be legally constituted and registered with the Tax Authorities.
- Justify real economic activity.
- Tick box 582 on census declaration form 036.
- Provide additional documentation if requested by the AEAT.
Once validated, you will obtain your intra-community operator number, which coincides with your NIF preceded by ‘ES’.
The negative certificate of company name is the first formal step in setting up a company in Spain. It ensures the exclusivity of the name and allows you to move forward with the incorporation of the company.
Remember that, after obtaining it, if you are going to operate with other EU countries you must register as an intra-Community operator in the ROI AEAT, thus completing all the legal requirements to start your business activity without any setbacks.
In this regard, at LEIALTA we not only help you to set up your company step by step, but we also manage the ROI registration for you, ensuring that you comply with all the requirements and avoiding errors that could delay your international activity.
