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[ESTABLISHING A BUSINESS ENTITY IN SPAIN]
- Due to the lack of specific regulations of a representative office, no commercial requirements shall be met to open it. However, to execute a public deed to open the representative office, to recorder the allocation of founds, the identity of the tax representative and the labor representative (if it is the case) and its powers of attorney would be convenient for tax, employment and social security purposes. 2. STEPS AND TIMING TO ESTABLISH 2.1 Corporation or Limited Liability Company In general terms, Companies (SA or SL, herein after “NEWCO”) shall be incorporated by means of (i) granting the incorporation notary deed by shareholders, (ii) obtaining a Tax ID number; and (iii) registering the company into the commercial registry.
any individual or legal entity with economic or professional interests in Spain, or involved in a relevant way for tax purposes, must hold a Tax Identification Number “NIF” (in the case of legal entities) or a Foreigner Identity Number “NIE” (for individuals). In particular, and among other cases, a NIF/NIE must be applied for when a foreign investor makes a direct investment in Spain or in case of a shareholder or director of an entity resident in Spain. Power of attorney: in case the shareholder does not come to Spain at the incorporation execution deed, except the incorporation deed can be granted be electronic means or videoconference . Beneficial founding shareholders or their duly authorised representatives must also execute a document containing representations by the beneficial owner. owner : The Execution of incorporation deed before a notary
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Documents to be obtained or grant before the signature of the incorporation deed of a corporation or a Limited Liability Company Name of the NEWCO: certificate of the Central Commercial Registry about the name of the NEWCO. Cash contributions: To open a bank account and to obtain a bank certificate indicating that the shareholders have deposited the funds to pay in the capital. In case of SL, it is not compulsory to prove that cash contributions have been made if shareholders state at the incorporation deed that they will be joint and severally liable for these cash contributions against the company and creditors.
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Shareholders or their duly authorised representatives shall execute the incorporation deed, which includes:
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By-laws.
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Evidence of cash contributions, when applicable as indicated before, or contributions in kind. Appointment of directors: directors shall accept their appointment before the notary, by letter of acceptance or through a dully authorised representative. Final beneficial owner identity: pursuant to anti-money laundering and terrorist financing regulations funders shall provide the identity of the beneficial owner, being understood as: (i) individuals holding
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By-Laws
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Shareholders and Directors of NEWCO: NIE or NIF: The Spanish legislation requires that
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ILN Corporate Group – Establishing a Business Entity Series
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