Spain

The company founder must come to Spain in person to sign the documents.

Either the registration of the business in Spain takes place under the power of attorney by our employee.

6 simple steps to purchase a company

  1. choosing a country

  2. choosing a bank

  3. payment (by any method)

  4. sending documents

  5. company registration

  6. bank account opening

Sociedad Anonima (S.A.)

Sociedad Anonima (S.A.) is a joint stock company with a share capital of 60,000 euros or more. At the stage of company registration in Spain, a minimum of 15 thousand euros is paid. It can be created by one person. The members of the company are not liable for its obligations. The share capital may be contributed with money or equipment, or with material assets. In the latter case, the property is assessed by an expert resident in Spain;

  1. at least one beneficiary, equally an individual or legal entity, is needed to establish a company;
  2. shares may be issued in registered, bearer form. The availability of voting rights is determined by the business owner;
  3. shares may be sold or otherwise transferred. Every action involving shares must be accompanied by a corresponding entry in the register;
  4. the head of an offshore company in Spain may be a sole director. Two directors or a Board of Directors is allowed. If there are two or more directors, they must have equal rights.

Sociedad de Responsabilidad Limitada (S.L.)

Sociedad de Responsabilidad Limitada (S.L.) is a limited liability company. Share capital from 3,000 euros, paid in full at the registration stage. The members of the company are not liable for its obligations. The share capital may be contributed in cash and property. The assessment is carried out by a Spanish resident expert;

  1. Shareholders are liable to the company's creditors only by their contribution to the share capital. At least one individual or legal entity can become a founder;
  2. shares can only be registered shares. No more than 50% of the total amount of securities may be issued without voting rights;
  3. shareholders may not, at their discretion, sell or otherwise transfer shares to third parties;
  4. A company can be headed by a single director who is responsible for all the company's activities in Spain. If there are two or more directors, they have equal rights and responsibilities.

Partner company Sociedad Civil

The possibility of registering a partnership is equally interesting in Spain. Two or more participants independently conclude an agreement on the production or implementation of another type of activity. Each of the participants pays their own tax on the income received.

All residents in Spain must obtain a Tax Identification Number (NIE).

In order to do business in Spain, you must obtain a Corporate Tax Identification Number (CIF). These numbers can be obtained from any Spanish regional tax office (Delegación de Hacienda).

Registering a company in Spain has advantages in various niches.

The country's legislation does not provide for restrictions on the types of activities for offshore companies. The only restriction: the activity must not involve services and materials located in the exclusive jurisdiction of the state.

A licence is required for banking, credit, investment, insurance activities, when opening a venture fund. The organisation of sea cargo and passenger transportation is subject to mandatory licensing. Licences are issued by the Ministry of Finance.

ETVE

The opening of a company in Spain is subject to special treatment if it belongs to the so-called ETVE regime. It involves the ownership of foreign securities and refers to holding-type structures. ETVE exemption is available for several organisational forms of business. Spanish companies wishing to become companies with foreign securities and thereby avoid general corporate taxation may refer to:

  1. companies with limited liability ‒ are required to comply with ETVE requirements (notifying state authorities of option regimes, providing annual data on subsidiaries etc.), but are essentially subject to standard (like any organisation in Spain) financial, legal and tax obligations;
  2. Joint stock companies ‒ the capital (minimum threshold ‒ 60 thousand euros) must be paid at least in 25%, divided into shares, the structure must be open, otherwise the JSC does not differ from the above-mentioned type.

A limited liability company that belongs to the ETVE holding structures can be checked for compliance with the federal tax system regulations of the United States.

Features of ETVE taxation

Under Spanish CIT-law (corporate taxation), a company is, under certain conditions, fully exempt from fees relating to:

  1. dividends and capital gains from domestic and foreign subsidiaries;
  2. profits derived through a foreign establishment of a permanent nature (a branch, which may, in particular, belong to a low-tax jurisdiction);
  3. capital gains derived from shares in national business units ‒ if these are accumulated from the accumulated funds in the ETVE or from the increase in the value of the company itself, and if the condition that the profits meet the requirements for exclusion from shares in non-Spanish subsidiaries is also fulfilled.

"Zero" taxes (rate) apply to ETVE holding companies that meet the requirements of the relevant corporate legislation. In essence, a company in Spain can freely distribute dividends that are exempt from paying tax at source as long as they are foreign or the capital gains comply in full with the exempt regime for foreign subsidiaries or permanent establishments.

If the requirements are met, the profits received under the ETVE regime by foreign entities are not included in the Spanish tax base and the outgoing dividends of a non-Spanish shareholder are exempt from taxes at the source. Foreign affiliates (as well as permanent establishments) organised by a national company may also be exempt from the burden of fiscal payments. The tax-exempt revenue can then be distributed as an ETVE dividend, without paying Spanish interest at source.

Requirements for obtaining ETVE status

Legislation in Spain imposes strict requirements on shareholders who receive income under the ETVE regime. They do not have to be residents of tax havens, a list of which is drawn up by the government. The following requirements are standard for Spanish companies applying for the participation exemption regime and ETVE:

  1. The corporate objective should be to manage the foreign equity shares through material and human resources;
  2. direct or indirect shareholdings in subsidiaries of a Spanish company cannot be less than 5%; the threshold can be altered by increasing the value of the stake to 20 million euros or more and holding shares in intermediary structures of the company if the profit exceeds 70% of the dividends:
  3. if the participation requirements are met, the shareholding must be held by the holder for at least one year prior to the date on which the ETVE becomes exercisable ‒ for dividends the countdown starts from the moment of distribution, the holding period of subsidiaries is counted in time;
  4. foreign subsidiaries under Spanish ownership are subject to a tax rate of at least 10% ‒ a compliance test is carried out throughout the life of the holding company;
  5. If a subsidiary has expenses that can be deducted from its tax base when distributing profits, ETVE does not apply;
  6. If the share of passive income (according to Spanish/international tax transparency rules) exceeds the 15% level in the profits of the subsidiary, the exemption is not possible ‒ it would only apply to the period in which the rule was not violated (this point has many exceptions);
  7. The structure cannot be a resident of tax havens on Spain's national list - exceptions can only be made for EU jurisdictions when justifying business necessity and active operations.

General information on taxation

Taxes in Spain are not low, but the good news is that you can write off almost anything as expenses, including gasoline and trips to the restaurant.

Businesses in Spain are subject to the following taxes: 30% income tax (once a year), 21% VAT, 7% property tax, 28-30% income tax.

Corporate tax: up to €120,202.41 25% applies, above that, 30%.

VAT and excise duty: 21% base level, 7% in the Canary Islands.

Taxes on entertainment services, hotels and restaurants, sporting goods, food, eco-products, household goods, books and agro-industries have been reduced to 7% and even 4%.

Property tax: Unless otherwise stated by the regional administration, the federal tax of 7% on the first 150,253 euros of the property value is payable. Paid once a year by 31 December.

Individual income tax: worldwide residents' income and income received in Spain by non-residents is taxed between 21% and 27%, depending on the level of income.

Inheritance and Gift Tax: Inheritances or gifts worth more than €8,000 are taxable, whether you are a resident of Spain or not.

The basic rate of tax is 7.65%, with up to 34% payable on properties valued at over €815,000. Minors pay up to 5%.

Property transfer tax: certain types of property transfers and commercial transfers, paid by agreement by either the buyer or the seller, ranging from 0.5 to 6%.

Property income tax: The tax is levied by the municipality on all property and ranges from 1.1 to 5% of the cadastral value, which is twenty times lower than the market value.

Property rental tax: From January 2007, residents aged 18 - 35 are exempt from this tax, for remaining residents the rate is 50%. For non-residents — 24%, property maintenance costs are not taxed.

Motor vehicle tax (impuesto sobre vehiculos de motor): normally payable from September to November each year, depending on the age and capacity of the car, and is approximately 60 euros per year for a regular car.

Social contributions: depend on the occupational category and amount to 6.4% for employees and 30.6% for employers. Entrepreneurs are taxed on an effective return of 29.8%, which ranges from 785-70 euros to 2,897-70 euros per month.

We will register your company in Spain in the shortest possible time on a turnkey basis. We will provide you with all the information about offshore companies in Spain.

Buying a company in Spain is now easier than ever. Registering a company in Spain is one of the easiest and cheapest ways to start a legitimate international business. Company registration is one of our main areas of expertise.

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