Q&A about setting up foreign-owned Limited Liability Company in Spain

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Spain Foreign-funded Limited Liability Company
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Spain – Organizational Structure of Foreign-funded Companies
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What are the types of Foreign-funded Companies in Spain?

In Spain, there are various types of foreign-funded companies that operate within the country.
The specific legal forms and structures available for foreign-funded companies are similar to those available to Spanish companies.
Here are some common types:

1. Sociedad Anónima (SA): This is the Spanish term for a public limited company. It can be established by one or more shareholders, and the minimum share capital required is €60,000. SAs are suitable for larger businesses seeking to raise capital from the public.
2. Sociedad de Responsabilidad Limitada (SRL): This is the Spanish term for a limited liability company (LLC). It can be established by one or more shareholders, and the minimum share capital required is €3,000. SRLs are popular among small to medium-sized businesses.
3. Sucursal (Branch): A foreign company can establish a branch office in Spain. A branch operates as an extension of the parent company and does not have a separate legal personality. The branch office must be registered with the Commercial Registry.
4. Representación Fiscal (Fiscal Representation): Certain foreign companies that do not have a permanent establishment in Spain but engage in taxable activities may be required to appoint a fiscal representative in Spain.
5. Joint Venture (JV): Foreign companies can form a joint venture with Spanish partners to collaborate on a specific business venture. A joint venture can take the form of an SA, SRL, or other contractual arrangements.
6. Co-operative Society: Foreign companies can establish co-operative societies in Spain, which are autonomous associations of individuals or legal entities who voluntarily join together to meet their common economic, social, and cultural needs.
   It’s worth noting that the choice of company type depends on factors such as the size of the business, the desired level of liability protection, the need for access to public funding, and the specific business objectives of the foreign company.

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What are the procedures for setting up the Foreign-funded Limited Liability Company in Spain?

To set up a foreign-funded limited liability company (Sociedad de Responsabilidad Limitada, SRL) in Spain, you will need to follow certain procedures. Here is an overview of the general steps involved:

1. Choose a company name: Select a unique name for your company that complies with Spanish naming regulations. The name should not be identical or similar to existing company names.
2. Obtain a tax identification number: Request a tax identification number (Número de Identificación de Extranjero, NIE) for the foreign investors who will be involved in the company. This can be obtained from the Spanish Consulate in your country or from the Spanish Tax Agency (Agencia Tributaria) in Spain.
3. Open a bank account: Open a bank account in a Spanish financial institution in the name of the future SRL. The minimum capital required for an SRL is €3,000.
4. Draft the articles of association: Prepare the articles of association (estatutos sociales) of the SRL. These articles outline the internal regulations and governance structure of the company.
5. Notarize the articles of association: The articles of association must be notarized by a Spanish notary public. The notary will verify the legality and authenticity of the document.
6. Register the company: File the articles of association and other required documents with the Commercial Registry (Registro Mercantil) corresponding to the intended location of the company. This registration process establishes the legal existence of the SRL.
7. Obtain a tax identification number for the company: Once the company is registered, you need to obtain a tax identification number (Código de Identificación Fiscal, CIF) for the SRL. This can be done at the Tax Agency.
8. Register for social security: Register the company and its employees with the Spanish Social Security System (Seguridad Social) to fulfill social security obligations.
9. Comply with additional requirements: Depending on the nature of your business activities, you may need to fulfill additional requirements, such as obtaining licenses or permits specific to your industry.
   It’s important to note that the specific requirements and procedures may vary depending on the region in Spain where you are setting up the SRL.

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What are the requirements for holding a position of director, manager/ supervisor, company secretary, etc. in Spain’s foreign-funded companies?

In Spain, the requirements for holding positions such as director, manager/supervisor, and company secretary in foreign-funded companies are generally governed by the Spanish Company Law (Ley de Sociedades de Capital) and other relevant regulations.
Here are the key requirements:
Director/Manager/Supervisor:

1. Legal capacity: The individual must have legal capacity and be of legal age (18 years or older).
2. Not disqualified: The person should not be disqualified from holding a directorial position due to legal restrictions, such as being declared bankrupt or having been convicted of certain offenses.
3. Residency: There is no specific requirement for directors or managers to be Spanish residents. Foreign nationals can hold these positions.
4. Powers and responsibilities: Directors, managers, and supervisors must carry out their duties with diligence and in the best interests of the company. They are responsible for compliance with legal and regulatory obligations, proper financial management, and decision-making.
   Company Secretary:
5. Optional position: Unlike in some jurisdictions, having a company secretary is not mandatory in Spain. It is an optional position, and its functions can be performed by other individuals or by the directors themselves.
6. Knowledge and expertise: If a company chooses to appoint a company secretary, they should have the necessary knowledge and expertise in corporate law, compliance, and administrative tasks to fulfill their responsibilities effectively.
7. Responsibilities: The company secretary typically assists the directors in ensuring compliance with legal and regulatory requirements, maintains company records and registers, prepares and files documents, and facilitates communication with shareholders and authorities.

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How long the share capital of a Spain Foreign-funded Limited Liability Company must be hold before it can be sold?

In Spain, there is no specific requirement regarding the duration for which the share capital of a foreign-funded limited liability company (Sociedad de Responsabilidad Limitada, SRL) must be held before it can be sold.
The share capital represents the ownership interest in the company and can be transferred or sold according to the shareholders’ decisions and the provisions outlined in the company’s articles of association.
The transfer of shares in an SRL generally requires compliance with the following steps:

1. Share transfer agreement: The seller and buyer of the shares must enter into a share transfer agreement. This agreement establishes the terms and conditions of the share transfer, including the purchase price, transfer date, and any other relevant details.
2. Shareholders’ approval: In most cases, the transfer of shares in an SRL requires the approval of the company’s shareholders. The specific requirements for shareholder approval may be outlined in the articles of association or other governing documents of the company.
3. Registration: The transfer of shares must be recorded and registered with the Commercial Registry (Registro Mercantil) corresponding to the location where the company is registered. This registration ensures the change in ownership is officially recognized.
   It’s important to note that while there are no specific timing requirements for selling share capital, the terms and conditions of share transfers, including any restrictions or limitations, can be determined by the company’s articles of association or shareholders’ agreements.
   Therefore, it is essential to review and comply with the internal regulations of the specific SRL in question.

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Is a Resident Shareholders required for incorporation of Foreign-funded Limited Liability Company in Spain?

No, it is not a requirement for a foreign-funded limited liability company (LLC) in Spain to have a resident shareholder for its incorporation.
Foreign individuals and entities can establish and own 100% of the shares in a Spanish LLC without the need for a resident shareholder.
Spain allows for full foreign ownership of companies, and there are no specific restrictions or requirements regarding the residency or nationality of shareholders. Foreign investors can hold all shares and exercise control over the company.
However, it’s important to consider that there may be other requirements related to the establishment and operation of a foreign-funded LLC in Spain, such as obtaining a tax identification number, fulfilling tax obligations, and complying with applicable regulations.

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Is a Resident Director required for incorporation of Foreign-funded Limited Liability Company in Spain?

No, a resident director is not required for the incorporation of a foreign-funded limited liability company (LLC) in Spain.
The Spanish law does not mandate that a director of an LLC must be a resident of Spain.
Foreign individuals can serve as directors of a Spanish LLC, and there are no specific requirements regarding their residency or nationality.
The key factors for directorship are legal capacity, meeting any disqualification criteria, and fulfilling their duties and responsibilities.
However, it’s important to consider practical considerations and potential administrative requirements.
For example, having a local resident director can facilitate communication and administrative tasks in Spain.
Additionally, certain situations or industries may have specific requirements or benefits associated with having a resident director, such as accessing certain licenses or permits.

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Is there a company secretary required for incorporation of Foreign-funded Limited Liability Company in Spain?

No, there is no specific requirement for a company secretary in the incorporation of a foreign-funded limited liability company (LLC) in Spain.
Unlike in some jurisdictions, the appointment of a company secretary is not mandatory in Spain.
The role of a company secretary, which typically includes administrative, compliance, and corporate governance responsibilities, is optional in Spain.
The tasks typically performed by a company secretary, such as maintaining company records, preparing and filing documents, and facilitating communication with shareholders and authorities, can be carried out by other individuals or by the directors themselves.
However, it’s important to note that while a company secretary is not required, certain administrative tasks and responsibilities associated with corporate compliance and governance must still be fulfilled by the directors and the company itself.
This includes maintaining proper records and fulfilling reporting obligations to regulatory authorities.

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What are the qualifications of a legal representative in Spain Foreign-funded Limited Liability?
Can a foreigner act as a legal representative?
If yes, he/she need a place of residence in Spain?

The qualifications of a legal representative in a Spain foreign-funded limited liability company (LLC) are as follows:

1. Legal capacity: The legal representative must have legal capacity, meaning they must be of legal age (18 years or older) and possess the ability to act in their own right.
2. Power of representation: The legal representative must be authorized to act on behalf of the company and represent its interests in legal and administrative matters.
3. No disqualification: The person acting as a legal representative should not be disqualified from holding such a position due to legal restrictions. This includes not being declared bankrupt or having been convicted of certain offenses.
   Regarding foreigners acting as legal representatives in a Spain foreign-funded LLC, it is indeed possible.
   Foreigners can act as legal representatives in Spanish companies, including foreign-funded LLCs.
   There is no specific requirement for the legal representative to be a Spanish resident.
   Therefore, a foreigner can fulfill this role without the need for a place of residence in Spain.
   However, it’s important to note that practical considerations may arise.
   For example, having a legal representative who is familiar with the local legal and business practices can be beneficial.
   Additionally, some administrative procedures or legal requirements may require a representative to be physically present in Spain, although residency is not necessarily a requirement.

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Is it possible to establish a Spain foreign-owned company through an offshore company as holding company?

Yes, it is possible to establish a Spain foreign-owned company through an offshore company acting as a holding company.
This structure is commonly used in international business and can provide various benefits and strategic advantages.
The process typically involves the following steps:

1. Incorporate an offshore holding company: Establish an offshore company in a jurisdiction that offers favorable tax and legal advantages, such as a tax haven or a jurisdiction with business-friendly regulations. This offshore company will act as the parent or holding company.
2. Establish a subsidiary in Spain: Once the offshore holding company is established, it can then set up a subsidiary in Spain. The subsidiary will be the Spain foreign-owned company and will operate under Spanish laws and regulations.
3. Shareholding structure: The offshore holding company will hold the shares of the subsidiary in Spain, making it the majority or sole shareholder. This structure allows for centralized control and ownership of the subsidiary by the offshore holding company.

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What are the special features of Spain wholly foreign-owned limited liability company (LLC)?

In Spain, a wholly foreign-owned limited liability company (LLC) is known as a “Sociedad de Responsabilidad Limitada de Capital Extranjero” or a “SLCE.”
The special features of a Spain wholly foreign-owned LLC include:

1. Foreign ownership: A wholly foreign-owned LLC allows for 100% ownership by foreign individuals or entities. There is no requirement for Spanish participation or local shareholders.
2. Limited liability: Similar to a regular Spanish LLC, a wholly foreign-owned LLC provides limited liability protection to its shareholders, meaning their personal assets are generally protected from the company’s debts and liabilities.
3. Simplified capital requirements: The minimum share capital required for a wholly foreign-owned LLC is generally lower than that of other corporate forms, such as a joint-stock company (Sociedad Anónima).
4. Flexibility in management structure: The management structure of a wholly foreign-owned LLC can be customized to meet the needs of the foreign investor. The company can be managed by directors or a board of directors, allowing for flexibility in decision-making.
5. Ease of incorporation: The process of incorporating a wholly foreign-owned LLC in Spain is relatively straightforward and efficient. The legal framework and procedures are well-established, providing a clear path for foreign investors to establish their presence in the country.
6. Access to Spanish market and EU: A wholly foreign-owned LLC in Spain can enjoy access to the Spanish market, which is the fifth-largest economy in the European Union. It also benefits from Spain’s membership in the European Union, providing opportunities for trade and investment within the EU.
   It’s important to note that while wholly foreign-owned LLCs offer advantages for foreign investors, they still need to comply with relevant Spanish laws, regulations, and reporting requirements.

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Spain Foreign investment: permitted industries, restricted industries (licensed industries) and prohibited industries.
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Are Spain foreign-investment industries and products be listed in a positive or negative list?
Or are there different approaches for foreign investment from different countries?

In Spain, foreign investment is generally regulated by the principle of freedom of investment, which means that foreign investors are allowed to invest in most industries and sectors without specific restrictions or requirements.
There is no specific positive or negative list that categorizes industries or products for foreign investment.
However, there are certain sectors that may have specific regulations or restrictions due to national security, public interest, or other considerations.
These sectors include defense, energy, telecommunications, financial services, and certain sensitive industries.
In such cases, specific authorization or licenses may be required for foreign investment, and there might be additional scrutiny by regulatory authorities.
Regarding different approaches for foreign investment from different countries, Spain generally applies a non-discriminatory approach.
The same rules and regulations apply to foreign investors from different countries, and there is no distinction or preferential treatment based on nationality.
However, it’s important to note that certain international agreements or treaties might provide specific provisions or protections for investors from certain countries.

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In the positive list, what are the industries that foreign investment is allowed to invest in, which are the industries that are restricted for foreign investment (licensed industries), and the industries that are prohibited to invest in by foreign investment?
Will the positive list be different for different countries?

In Spain, there is no specific “positive list” that categorizes industries for foreign investment.
As mentioned earlier, Spain generally follows the principle of freedom of investment, allowing foreign investors to invest in most industries without specific restrictions or requirements.
However, there are certain sectors or activities that may have specific regulations or restrictions due to national security, public interest, or other considerations.
These sectors typically require specific authorization or licenses for foreign investment and may undergo additional scrutiny by regulatory authorities.
Some examples of such sectors include:

1. Defense and national security: Activities related to defense and national security typically require prior authorization from relevant authorities.
2. Energy and utilities: Certain activities in the energy sector, such as electricity generation and distribution, may require specific licenses or permits.
3. Telecommunications: Foreign investment in the telecommunications sector may require prior authorization from the regulatory authority, the National Commission of Markets and Competition (Comisión Nacional de los Mercados y la Competencia).
4. Financial services: Certain activities in the financial sector, such as banking, insurance, and securities, are subject to regulatory oversight and may require specific licenses from the relevant authorities.

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In the negative list, what are the industries that foreign investment is allowed to invest in, the industries that are restricted to foreign investment (licensed industries), and the industries that are not allowed to invest in foreign investment?
Will the negative list be different for different countries?

In Spain, there is no specific “negative list” that categorizes industries as not allowed for foreign investment.
As mentioned earlier, Spain generally follows the principle of freedom of investment, allowing foreign investors to invest in most industries without specific restrictions or prohibitions.
However, certain sectors or activities may have specific regulations or restrictions due to national security, public interest, or other considerations.
These sectors typically require specific authorization or licenses for foreign investment and may undergo additional scrutiny by regulatory authorities.
Examples of such sectors include defense, energy, telecommunications, financial services, and certain sensitive industries.
It’s important to note that specific regulations and restrictions may evolve over time, and it’s crucial to consult with legal and business professionals or relevant authorities for the most up-to-date information.
Regarding the negative list being different for different countries, there is no specific differentiation based on countries in Spain’s foreign investment regulations.
The regulations and restrictions for foreign investment generally apply uniformly to all foreign investors, irrespective of their country of origin.
The same rules and requirements are applicable to all foreign investors in Spain, ensuring a non-discriminatory approach.

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What are the restriction on foreign investment in Spain? For instance, what is the minimum share capital amount?
What are the rules for foreign shareholding ratio? Other?
Are they different for different countries?

In Spain, there are generally no specific restrictions on foreign investment, and foreign investors are allowed to invest in most sectors without limitations.
The principle of freedom of investment applies, and there are no restrictions based on the nationality of the investor.
However, it’s important to note that certain sectors or activities may have specific regulations or requirements due to national security, public interest, or other considerations.
In these cases, specific authorizations or licenses may be required for foreign investment, and additional scrutiny by regulatory authorities may apply.
These sectors can include defense, energy, telecommunications, financial services, and certain sensitive industries.
Limited Liability Company (Sociedad de Responsabilidad Limitada – SRL): The minimum share capital requirement for an SRL is €3,000.
As for foreign shareholding ratio, there are generally no specific restrictions on the foreign shareholding percentage in Spanish companies.
Foreign investors are allowed to own 100% of the shares in most sectors.

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What are the licensed industries in Spain?
What is the difference between the industries that allow foreign investment, the industries that restrict foreign investment (licensed industries), and the industries that do not allow foreign investment?

In Spain, there are certain licensed industries or sectors that have specific regulations or requirements for foreign investment.
These sectors may require specific authorizations, permits, or licenses for foreign investors to participate.
While the specific list of licensed industries may vary over time, some examples of sectors that may require licenses or authorizations for foreign investment include:

1. Defense and national security: Activities related to defense and national security typically require specific authorizations and clearances from relevant authorities.
2. Energy and utilities: Certain activities in the energy sector, such as electricity generation, transmission, and distribution, may require specific licenses or permits.
3. Telecommunications: Foreign investment in the telecommunications sector may require prior authorization or approval from the regulatory authority, the National Commission of Markets and Competition (Comisión Nacional de los Mercados y la Competencia).
4. Financial services: Certain activities in the financial sector, such as banking, insurance, and securities, are subject to regulatory oversight and may require specific licenses or approvals from the relevant authorities.
   It’s important to note that these licensed industries or sectors represent specific cases where foreign investment may require additional scrutiny or specific permissions.
   In contrast, the industries that allow foreign investment refer to most sectors in Spain, where foreign investors are generally free to invest without specific restrictions.
   On the other hand, industries that do not allow foreign investment typically involve activities that are reserved for Spanish citizens or entities.

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Spain-Foreign-funded Limited Liability Company document certification.
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What are the relevant investment documents required to establish a Foreign-funded Limited Liability Company in Spain?
Are there different documents for different countries?

To establish a Foreign-funded Limited Liability Company (LLC) in Spain, the following are the relevant investment documents typically required:

1. Incorporation Deed: This document outlines the key information about the company, including its name, registered address, share capital, and shareholders’ details. It also specifies the company’s governing structure, such as the appointment of directors and their powers.
2. Proof of Identity: Foreign shareholders and directors are required to provide proof of their identity, such as a passport or identification card. This applies to both individual shareholders/directors and corporate entities acting as shareholders.
3. Shareholder Agreement: In some cases, shareholders may choose to establish a separate agreement that outlines the rights and obligations of each shareholder in the company. This document is not mandatory but can provide clarity on shareholder relationships.
4. Proof of Share Capital: Documentation that demonstrates the contribution of share capital to the company’s bank account. This can include bank statements or confirmation from the financial institution.
5. Power of Attorney: If any shareholders or directors are unable to be physically present during the incorporation process, a power of attorney may be required to appoint a representative who can act on their behalf.
6. Articles of Association: This document contains the internal rules and regulations of the company, including provisions related to the management structure, decision-making processes, and distribution of profits.
   The specific documents required may vary depending on the circumstances and the country of origin of the investors.
   However, the fundamental documentation mentioned above is generally required for the incorporation of a Foreign-funded LLC in Spain.

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What are the procedures for the certification of documents related to the investment of Foreign-funded Limited Liability Company in Spain?
Are there different document authentication procedures for different countries?

The procedures for certifying documents related to the investment of a Foreign-funded Limited Liability Company (LLC) in Spain may vary depending on the country where the documents are issued.
Here are the general steps involved in the document certification process:

1. Notarization: The original documents must be notarized by a notary public in the country of issuance. This involves the notary verifying the authenticity of the document and applying their official seal or stamp.
2. Authentication: After notarization, the documents need to be authenticated by the competent authority in the country of issuance. This authority is typically responsible for confirming the validity of the notary’s signature and seal. The specific authority may vary depending on the country, such as the Ministry of Foreign Affairs or a designated authentication office.
3. Legalization: If the country where the documents are issued is not a party to the Hague Apostille Convention, the documents may need to undergo an additional legalization process. This typically involves further verification and certification by the embassy or consulate of Spain in the country of issuance.
4. Translation: If the original documents are in a language other than Spanish, they may need to be translated into Spanish by a certified translator. The translated documents should be submitted along with the original certified documents.

R-es-llc-4 Spain – Bank Account Opening of Foreign Subsidiaries
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What is the sequence steps of set up a Foreign-funded Limited Liability Company in Spain with share capital paid in place and opening a bank account? Which one should come first?

The sequence of steps to set up a Foreign-funded Limited Liability Company (LLC) in Spain with share capital paid in place and opening a bank account can vary, but the general recommended sequence is as follows:

1. Reserve the Company Name: Before proceeding with the company formation process, it’s advisable to reserve the desired company name with the Central Commercial Registry (Registro Mercantil Central) or the corresponding regional commercial registry.
2. Prepare the Incorporation Documents: Prepare the necessary incorporation documents, including the incorporation deed, articles of association, and shareholder agreements (if applicable). These documents should include information about the share capital amount and the shareholders’ contributions.
3. Notarize the Incorporation Documents: The incorporation documents need to be notarized by a notary public. This involves the notary verifying the authenticity of the documents and applying their official seal or stamp.
4. Deposit the Share Capital: Transfer the share capital amount to the company’s bank account. This is typically done before the company is officially registered.
5. Register the Company: Submit the notarized incorporation documents and other required forms to the Commercial Registry for company registration. Once the registration is complete, the company will receive a Tax Identification Number (NIF) and be officially recognized as a legal entity.
6. Obtain the Bank Certificate: Request a bank certificate from the bank where the share capital was deposited. This certificate confirms that the share capital has been paid in place.
7. Open a Bank Account: With the bank certificate and other required documents, proceed to open a bank account for the company. The bank will guide you through their specific account opening procedures.
   The order of steps can vary based on specific circumstances and requirements. However, it’s generally recommended to deposit the share capital before registering the company and obtaining the bank certificate. This allows for smooth and efficient processing of the incorporation and bank account opening procedures.

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What are the usual KYC regulations when opening a bank account with a Foreign-funded Limited Liability Company in Spain?

When opening a bank account for a Foreign-funded Limited Liability Company (LLC) in Spain, banks typically follow Know Your Customer (KYC) regulations to verify the identity and legitimacy of the company and its stakeholders. The usual KYC requirements may include:

1. Company Documents: The bank will require the original or certified copies of the company’s incorporation documents, including the notarized articles of association, incorporation deed, and shareholder agreements (if applicable).
2. Shareholder Information: The bank will request information about the shareholders, such as their identities, addresses, and nationality. Proof of identity and address, such as passports and utility bills, may be required.
3. Director Information: Information about the directors of the company, including their identities, addresses, and nationality, will be requested. Proof of identity and address for each director may also be required.
4. Business Activities: The bank may inquire about the nature of the company’s business activities, its intended banking transactions, and the sources of its funds.
5. Ultimate Beneficial Ownership (UBO) Information: The bank may require information about the ultimate beneficial owners of the company, including individuals who own or control a significant percentage of the company’s shares or voting rights.
6. Legal Entity Identifier (LEI): Some banks may request the company to obtain a Legal Entity Identifier (LEI), which is a unique identifier assigned to legal entities engaged in financial transactions.
7. Additional Documents: Depending on the bank’s policies and specific requirements, additional documents such as a business plan, financial statements, tax identification numbers, and proof of registered address may be requested.
   It’s important to note that the specific KYC requirements can vary among different banks and may depend on factors such as the nature of the company’s activities, its jurisdiction, and the bank’s internal policies and risk assessment procedures.

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Will the bank require a Spain local director when opening a bank account for a Spain wholly foreign-owned limited liability company (LLC)?

When opening a bank account for a Spain wholly foreign-owned limited liability company (LLC), the bank may not necessarily require a Spain local director.
However, it’s important to note that bank requirements can vary depending on the specific bank and their internal policies.
Some banks may have stricter requirements and may prefer or require the presence of a local director or representative for administrative and compliance purposes.
Having a local director or representative can facilitate communication with the bank, especially if they are familiar with local banking procedures and regulations.
They can also assist in handling administrative tasks and maintaining compliance with local banking requirements.

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Will the bank require foreign legal representative have to be physically present for the bank interview, when opening a bank account with a Foreign-funded Limited Liability Company in Spain?

When opening a bank account with a Foreign-funded Limited Liability Company (LLC) in Spain, the bank may require the foreign legal representative to be physically present for the bank interview.
The specific requirements can vary depending on the bank’s policies and procedures.
Some banks may prefer or require the presence of the legal representative during the account opening process to ensure proper identification and to address any additional questions or documentation requirements.
Having the legal representative physically present can facilitate communication with the bank, especially in cases where face-to-face interaction is preferred.
It allows the bank to verify the identity of the representative and obtain any necessary signatures or documents.

R-es-llc-5 Spain – Staff Work Permit, Visa, and Residence
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Can a Foreign-funded Limited Liability Company in Spain send expatriates to Spain as the Investor’s role?
What are the application requirements, documents and procedures for the work permit, visa, and residence permit?
Are there differences in different countries?

Yes, a foreign-funded limited liability company in Spain can send expatriates to Spain to fulfill the role of the investor.
However, it’s important to note that immigration policies and procedures can vary over time and may be subject to change.
In general, the application requirements, documents, and procedures for work permits, visas, and residence permits in Spain can include the following:

1. Work Permit:
   • The employer (foreign-funded limited liability company) needs to obtain authorization to hire a foreign worker from the relevant Spanish authorities.
   • The job position offered to the expatriate should be in line with the requirements and labor market conditions set by Spanish law.
   • The employer must demonstrate that there are no suitable candidates available from within the European Union or the European Economic Area to fill the position.
   • The work permit application process is usually initiated by the employer in Spain.
2. Visa:
   • Once the work permit is approved, the expatriate will need to apply for a visa at the Spanish consulate or embassy in their home country.
   • The specific visa category will depend on the purpose of the expatriate’s stay in Spain (e.g., work visa, investor visa, etc.).
   • Required documents typically include a valid passport, completed visa application form, employment contract, proof of financial means, medical insurance, and payment of visa fees.
   • The visa application process may involve an interview and biometric data collection.
3. Residence Permit:
   • After arriving in Spain with the appropriate visa, the expatriate must apply for a residence permit within the specified time frame (usually within 30 days) after entering the country.
   • The residence permit application is typically submitted to the Foreigner’s Office or the corresponding regional authorities in Spain.
   • Required documents may include a completed application form, proof of address, proof of employment, valid passport, proof of financial means, medical certificate, and payment of relevant fees.
   • The expatriate may need to undergo a medical examination and provide biometric data during the residence permit application process.
   It’s important to note that the specific requirements and procedures for work permits, visas, and residence permits can vary between countries.

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Can a Foreign-funded Limited Liability Company in Spain send expatriates to Spain as the employee role?
What are the application requirements, documents and procedures for the work permit, visa, and residence permit?
Are there differences for different countries?

Yes, a foreign-funded limited liability company in Spain can send expatriates to Spain to fulfill employee roles.
The application requirements, documents, and procedures for work permits, visas, and residence permits can vary depending on the specific circumstances and the country of the expatriate.
In general, for a foreign employee to work in Spain, the following steps are typically involved:

1. Work Permit:
   • The employer (foreign-funded limited liability company) needs to obtain authorization to hire a foreign worker from the relevant Spanish authorities.
   • The job position offered to the expatriate should comply with the requirements and labor market conditions set by Spanish law.
   • The employer must demonstrate that there are no suitable candidates available from within the European Union or the European Economic Area to fill the position.
   • The work permit application process is usually initiated by the employer in Spain.
2. Visa:
   • Once the work permit is approved, the expatriate will need to apply for a visa at the Spanish consulate or embassy in their home country.
   • The specific visa category will depend on the purpose of the expatriate’s stay in Spain (e.g., work visa, employee visa, etc.).
   • Required documents typically include a valid passport, completed visa application form, employment contract, proof of financial means, medical insurance, and payment of visa fees.
   • The visa application process may involve an interview and biometric data collection.
3. Residence Permit:
   • After arriving in Spain with the appropriate visa, the expatriate must apply for a residence permit within the specified time frame (usually within 30 days) after entering the country.
   • The residence permit application is typically submitted to the Foreigner’s Office or the corresponding regional authorities in Spain.
   • Required documents may include a completed application form, proof of address, employment contract, valid passport, proof of financial means, medical certificate, and payment of relevant fees.
   • The expatriate may need to undergo a medical examination and provide biometric data during the residence permit application process.
   It’s important to note that the specific requirements and procedures for work permits, visas, and residence permits can vary between countries.

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What are the evaluation factors or requirements for a Foreign-funded Limited Liability Company in Spain when applying work permit, visa, and residence permit?
What is the relationship with the salary, capital, and turnover of Foreign-funded Limited Liability Company?
Are there differences for different countries?

When applying for work permits, visas, and residence permits in Spain as a foreign-funded limited liability company (LLC), the evaluation factors or requirements can include the following:

1. Job Position and Labor Market:
   • The job position offered to the expatriate should align with the requirements and labor market conditions set by Spanish law.
   • The company needs to demonstrate that there are no suitable candidates available from within the European Union or the European Economic Area to fill the position.
2. Employer Authorization:
   • The employer (foreign-funded LLC) must obtain authorization to hire a foreign worker from the relevant Spanish authorities.
   • The company may need to prove its legitimacy, financial stability, and compliance with Spanish laws and regulations.
3. Compliance with Immigration Laws:
   • The company must comply with all relevant immigration laws and regulations in Spain.
   • It should ensure that all necessary permits and licenses are in place to operate legally as a foreign-funded LLC in Spain.

Regarding the relationship with salary, capital, and turnover of the foreign-funded LLC, there can be certain considerations:

1. Salary:
   • The company should offer a salary that complies with the Spanish labor laws and regulations, ensuring that it meets the minimum salary requirements for the specific job position.
2. Capital and Financial Stability:
   • The company’s financial stability, including its capital and turnover, may be assessed to ensure that it has sufficient resources to support the employment of foreign workers in Spain.
   • It may be required to provide financial documents or evidence demonstrating its capacity to sustain the employment relationship.

It’s important to note that the evaluation factors, requirements, and their relationship with salary, capital, and turnover can vary between countries.
Each country has its own immigration laws and regulations, and the specific criteria may differ.

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Spain- Registered Address and Operating Address of Foreign-funded Limited Liability Company in Spain.
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What are the regulations on the registered address during the company registration and future operating address of a Foreign-funded Limited Liability Company in Spain?

When registering a foreign-funded Limited Liability Company (LLC) in Spain, there are regulations regarding the registered address and the future operating address.
Here are some key points to consider:
Registered Address:

1. Legal Requirement: The LLC must have a registered address in Spain. This address serves as the official legal address of the company and is recorded in the Commercial Register.
2. Physical Presence: The registered address must be a physical location where the company can be reached for official communications and legal purposes.
3. Documentation: During the company registration process, you will need to provide the registered address details, including the full address, postal code, and proof of ownership or authorization to use the premises.
   Operating Address:
4. Flexibility: The operating address of the LLC does not necessarily have to be the same as the registered address. The company can operate from a different location within Spain.
5. Business Activities: The operating address should be suitable for conducting the company’s intended business activities. It should be a physical location where the company carries out its day-to-day operations.
6. Compliance: The operating address must comply with all relevant local regulations, including zoning and licensing requirements for the specific type of business activity.
   It’s important to note that the registered address and operating address should be kept up to date with the relevant authorities and communicated to government agencies, banks, and other stakeholders as required.
   Changes to the registered address or operating address may require updating the company’s registration documents.

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What are the specific regulations or requirements of a registered office address for a permitted industry of an LLC in Spain?

The specific regulations or requirements for a registered office address of a permitted industry LLC in Spain may vary depending on the industry and specific circumstances.
However, there are some general considerations to keep in mind:

1. Physical Presence: The registered office address must be a physical location where the company can be reached for official communications and legal purposes. It should be a place where the company conducts its business activities or where the company’s management is located.
2. Commercial Register: The registered office address is recorded in the Commercial Register, which is a public registry of companies in Spain. The address must be verifiable and accessible for public scrutiny.
3. Compliance with Zoning and Licensing Regulations: The registered office address must comply with local zoning regulations and any specific licensing requirements applicable to the permitted industry. Some industries may have specific location requirements, such as certain industrial zones or commercial areas.
4. Notification of Change: Any changes to the registered office address must be promptly communicated to the relevant authorities, including the Commercial Register, tax authorities, and other government agencies.
   It’s important to note that specific industries may have additional regulations or requirements regarding the registered office address.
   For example, industries related to healthcare, food, finance, or hazardous materials may have specific zoning or licensing requirements.

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Amount of investment, registered capital, and government fees for Foreign-funded Limited Liability Company in Spain.
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Are there any regulations on authorized share capital, registered share capital and paid-up share capital of a Foreign-funded Limited Liability Company in Spain?
Is there any requirement for minimum funds to be in place within a certain period?

Yes, there are regulations regarding the authorized share capital, registered share capital, and paid-up share capital of a Foreign-funded Limited Liability Company (LLC) in Spain.
Here are the key points to consider:

1. Authorized Share Capital: The authorized share capital represents the maximum amount of capital that the LLC is authorized to issue and is stated in the company’s bylaws. It does not necessarily need to be fully subscribed or paid at the time of company formation.
2. Registered Share Capital: The registered share capital is the portion of the authorized share capital that has been subscribed and registered in the Commercial Register. It represents the amount of capital that the LLC’s shareholders have committed to contribute.
3. Paid-Up Share Capital: The paid-up share capital refers to the portion of the registered share capital that has been actually paid by the shareholders. It represents the funds that have been contributed to the company and are available for its operations.
   There is no specific requirement for a minimum share capital in Spain.
   However, it is important to note that the share capital should be sufficient to cover the initial costs and operational needs of the LLC.
   The amount of share capital can vary depending on various factors, such as the nature of the business, industry requirements, and the company’s financial plan.

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What is the relation between government fees with authorized share capital, registered share capital, and paid-up share capital of a Foreign-funded Limited Liability Company in Spain?

In Spain, the relation between government fees and the authorized share capital, registered share capital, and paid-up share capital of a Foreign-funded Limited Liability Company (LLC) is as follows:

1. Government Fees: Government fees in Spain are typically based on the registered share capital of the company. These fees are payable to the relevant authorities during the company registration process and for certain annual obligations.
2. Authorized Share Capital: The authorized share capital represents the maximum amount of capital that the LLC is authorized to issue. Government fees are not directly linked to the authorized share capital.
3. Registered Share Capital: The registered share capital is the portion of the authorized share capital that has been subscribed and registered in the Commercial Register. Government fees are usually calculated based on the registered share capital.
4. Paid-Up Share Capital: The paid-up share capital refers to the portion of the registered share capital that has been actually paid by the shareholders. Government fees are not directly tied to the paid-up share capital.
   The specific government fees applicable to the registration and ongoing obligations of a Foreign-funded LLC in Spain may include registration fees, annual corporate tax filing fees, and other administrative fees.
   The calculation of these fees is primarily based on the registered share capital, but there may be additional factors or fees related to specific procedures or regulatory requirements.

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Application of Certificate Number for a Foreign-funded Limited Liability Company in Spain
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What are the company certificate numbers needed to apply with the relevant legal entities for a foreign-funded Limited Liability Company in Spain?

When applying with relevant legal entities for a foreign-funded Limited Liability Company (LLC) in Spain, the specific company certificate numbers required may vary depending on the purpose of the application and the specific legal entity involved.
Here are some common company certificate numbers that may be requested:

1. Tax Identification Number (NIF): The NIF is a unique tax identification number assigned to the company by the Spanish Tax Agency (Agencia Tributaria). It is commonly required for various legal and administrative purposes, such as tax filings, invoicing, and interactions with government entities.
2. Commercial Register Number (CIF): The CIF is a unique identification number assigned to the company upon registration in the Commercial Register (Registro Mercantil). It is used to identify the company in commercial transactions and legal proceedings.
3. Social Security Number: If the company has employees, it will typically have a Social Security Number assigned by the Spanish Social Security authorities (Tesorería General de la Seguridad Social). This number is used for social security and employment-related matters.
4. VAT Number: If the company is registered for Value Added Tax (VAT) purposes, it will have a VAT Number (Número de Identificación Fiscal – NIF) with a specific prefix indicating its VAT registration status. This number is required for VAT-related transactions and reporting.
   These are some of the common company certificate numbers that may be requested during various interactions with legal entities in Spain.
   The specific requirements and procedures may vary depending on the purpose of the application and the entity involved.

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What are the certificate application for the Foreign-funded Limited Liability Company in Spain as a tax entity?

For a Foreign-funded Limited Liability Company (LLC) in Spain to obtain tax entity status, several certificate applications may be necessary.
Here are some common certificates and applications required:

1. Tax Identification Number (NIF): The LLC needs to apply for a Tax Identification Number from the Spanish Tax Agency (Agencia Tributaria). This is a unique identification number assigned to the company for tax purposes.
2. VAT Registration (IVA): If the LLC engages in taxable activities, it may need to apply for Value Added Tax (VAT) registration. This involves applying for VAT registration to obtain a VAT Number (Número de Identificación Fiscal – NIF-IVA).
3. Corporate Income Tax (IS): The LLC is subject to Corporate Income Tax in Spain. It needs to apply to register for Corporate Income Tax and obtain a tax identification number for this tax.
4. Registration in the Census of Entrepreneurs, Professionals, and Withholders (Censo de Empresarios, Profesionales, y Retenedores): This registration is necessary for reporting and complying with tax obligations. It involves apply to be registered in the census as a taxpayer.
5. Registration in Social Security (Seguridad Social): If the LLC has employees, it needs to register with the Spanish Social Security system. This involves apply for registration and obtaining a Social Security Number.
   These are some of the common certificate applications required for a Foreign-funded LLC in Spain to establish its tax entity status.
   The specific requirements and procedures may vary based on the nature of the business, industry, and other factors.

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What are the certificate application for Foreign-funded Limited Liability Company in Spain in relation to withholding tax on salary and employee benefits?

For a Foreign-funded Limited Liability Company (LLC) in Spain in relation to withholding tax on salary and employee benefits, the following certificate applications are typically required:

1. Withholding Tax Number (Número de Retención): The LLC needs to apply for a Withholding Tax Number from the Spanish Tax Agency (Agencia Tributaria). This number is used for withholding and remitting taxes on salaries and employee benefits.
2. Social Security Registration: The LLC must register with the Spanish Social Security system for the purpose of withholding and paying social security contributions on employee salaries. This involves applying for a Social Security Number and registration with the Tesorería General de la Seguridad Social.
3. Payroll Tax Registration: Depending on the location and nature of the business, the LLC may need to register for payroll tax purposes at the regional or local tax authorities. This involves applying for a payroll tax registration number and complying with the applicable payroll tax regulations.
4. Tax Registration for Employee Benefits: If the LLC provides employee benefits subject to tax withholding, such as stock options or bonuses, additional tax registrations may be required. These registrations may vary depending on the specific employee benefit and the applicable tax rules.

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What are the other independent certificate numbers or application, or declaration related to the government’s jurisdiction for Foreign-funded Limited Liability Company in Spain?

Apart from the previously mentioned certificate numbers, there are other independent certificate numbers, applications, or declarations related to the government’s jurisdiction that a Foreign-funded Limited Liability Company (LLC) in Spain may need to consider. Here are a few examples:

1. Environmental Permits and Declarations: Depending on the nature of the LLC’s business activities, it may need to obtain environmental permits or make declarations related to environmental regulations and compliance. These permits and declarations ensure that the company operates in accordance with environmental standards and regulations.
2. Occupational Health and Safety Certifications: The LLC may be required to obtain specific certifications or make declarations related to occupational health and safety standards. This is particularly relevant in industries with potential workplace hazards, such as construction or manufacturing.
3. Data Protection Registration: If the LLC collects and processes personal data, it may need to register with the Spanish Data Protection Authority (Agencia Española de Protección de Datos). This registration ensures compliance with data protection regulations and the proper handling of personal information.
4. Import/Export Declarations: If the LLC engages in import or export activities, it may need to make specific declarations or obtain relevant certificates related to customs and international trade regulations. These declarations ensure compliance with import/export procedures and regulations.
5. Public Procurement Certifications: If the LLC intends to participate in public procurement processes, it may need to obtain specific certifications or registrations related to public contracting regulations.
   It’s important to note that the specific certificates, applications, or declarations required will depend on the nature of the LLC’s business, industry, and activities.

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To summarize: Which of the following certificate numbers do Foreign-funded Limited Liability Company in Spain need to apply for?

National (federal) company certificate number, provincial (state) company certificate number, national (federal) tax certificate number, provincial (state) tax certificate number, national value-added tax certificate number, provincial (state) value-added tax certificate number, social insurance card number, medical insurance card number, pension certificate number, other funds such as housing fund certificate number, labor union certificate number, import and export certificate number, and franchise industry certificate number.

To summarize, the following certificate numbers may be applicable for a Foreign-funded Limited Liability Company (LLC) in Spain:

1. National (Federal) Company Certificate Number: This refers to the national-level certificate number assigned to the company upon registration in the Commercial Register.
2. National (Federal) Tax Certificate Number: This is the tax identification number assigned by the Spanish Tax Agency for tax purposes at the national level.
3. National Value Added Tax (VAT) Certificate Number: This is the VAT registration number assigned by the Spanish Tax Agency for companies engaged in taxable activities at the national level.
4. Social Insurance Card Number: This is the identification number assigned to the company for social insurance purposes.
5. Import and Export Certificate Number: This refers to the certificate number related to import and export activities issued by relevant authorities.
6. Other Certificates: The need for provincial (state) company certificate numbers, provincial (state) tax certificate numbers, medical insurance card numbers, pension certificate numbers, housing fund certificate numbers, labor union certificate numbers, and franchise industry certificate numbers may depend on specific circumstances and requirements related to the company’s operations and industry.

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Incorporation procedures of Spain-Foreign-funded Limited Liability Company and key matters
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What are the procedures of setting up a Foreign-funded Limited Liability Company in Spain? Documents required? Competent Government unit? Websites?

The procedures for setting up a Foreign-funded Limited Liability Company (LLC) in Spain typically involve the following steps:

1. Reserve a Company Name: Choose a unique company name and verify its availability with the Central Commercial Registry (Registro Mercantil Central).
2. Obtain a Tax Identification Number (NIF): Apply for a Tax Identification Number from the Spanish Tax Agency (Agencia Tributaria).
3. Open a Bank Account: Open a bank account in Spain in the name of the LLC and deposit the required minimum share capital.
4. Prepare the Articles of Association: Draft the Articles of Association (Estatutos Sociales) that outline the company’s structure, share capital, and other key provisions.
5. Notarize the Articles of Association: Notarize the Articles of Association before a notary public in Spain.
6. Register with the Commercial Registry: Submit the notarized Articles of Association and other required documents to the corresponding Commercial Registry (Registro Mercantil) where the LLC’s main office will be located.
7. Obtain Public Deed of Incorporation: Obtain the Public Deed of Incorporation (Escritura Pública de Constitución) from the notary public, which confirms the registration of the company.
8. Register for Tax Purposes: Register the company for tax purposes with the Spanish Tax Agency, including registration for Value Added Tax (VAT) if applicable.
9. Register with Social Security: If the LLC will have employees, register with the Spanish Social Security system (Tesorería General de la Seguridad Social).
10. Register with other Authorities: Depending on the nature of the business, industry-specific registrations or authorizations may be required from relevant authorities.

The documents generally required for the registration process include:

1. Articles of Association
2. Identification documents of company directors and shareholders
3. Notarized powers of attorney, if applicable
4. Bank certificate confirming the deposit of share capital
5. Proof of payment of applicable fees
6. Copy of the company name reservation
7. Completed application forms and declarations
   The competent government unit for registering a company in Spain is the Commercial Registry (Registro Mercantil) corresponding to the location of the company’s main office.
   The official websites of the Spanish government entities, such as the Spanish Tax Agency (Agencia Tributaria) https://www.agenciatributaria.es/ and the Commercial Registry (Registro Mercantil) https://www.registradores.org/el-colegio/registro-mercantil , can provide relevant information and resources.

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What are key consideration matters of when deciding to set up foreign-funded limited liability company in Spain?

When deciding to set up a foreign-funded Limited Liability Company (LLC) in Spain, there are several key considerations to take into account. Here are some important factors to consider:

1. Market Opportunities: Evaluate the market opportunities and demand for your products or services in Spain. Consider factors such as market size, competition, and potential growth prospects.
2. Legal and Regulatory Environment: Familiarize yourself with the legal and regulatory framework in Spain. Understand the requirements and procedures for company registration, taxation, employment, and other relevant laws and regulations.
3. Investment Climate: Assess the overall investment climate in Spain, including factors such as political stability, economic conditions, infrastructure, and access to skilled labor.
4. Taxation and Incentives: Understand the tax system in Spain and its implications for your business. Consider any tax incentives, exemptions, or special regimes that may be available for foreign-funded companies.
5. Business Costs: Evaluate the costs associated with setting up and operating a business in Spain. Consider factors such as labor costs, rent, utilities, and administrative expenses.
6. Access to Finance: Explore the availability of financing options in Spain, including local banking services, venture capital, grants, and other forms of funding.
7. Cultural and Language Factors: Consider the cultural and language differences when operating a business in Spain. Familiarize yourself with local business practices, customs, and language considerations.
8. Local Partnerships and Networks: Assess the potential benefits of establishing partnerships or collaborations with local entities, suppliers, distributors, or industry networks to facilitate market entry and business development.
9. Intellectual Property Protection: Understand the intellectual property protection mechanisms in Spain and take necessary steps to safeguard your company’s intellectual property rights.
10. Exit Strategy: Consider your long-term plans and exit strategy for the business, including potential options for selling the company or transferring ownership in the future.

Contact Us

Barcelona Evershine BPO Service Limited Corp.
Email: bcn4ww@evershinecpa.com
The Engaging Manager from Headquarter
Ms. Anna Wang, Speak German English and Chinese.
skype: burlinna

or
For investment structure relevant to multi-national tax planning and Financial & Legal Due Diligence for M&A (Merge and Acquisition), send an email to HQ4fra@evershinecpa.com
Dale Chen, Principal Partner/CPA in Taiwan+China+UK will be accountable for your case.
linkedin address:Dale Chen

Additional Information

Evershine CPAs Firm Headquarters
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Tel No.: +886-2-27170515 ext. 105
Mobile: +886-939357000
Email: kerrychen@evershinecpa.com
Skype: oklahomekerry

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Evershine Potential Serviceable City (2 months preparatory period):
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Besides, Evershine is Taiwan local Partner of ADP Streamline ®.
(version: 2024/07)

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