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[ESTABLISHING A BUSINESS ENTITY IN SPAIN]
Obtaining the NIF/NIE of the branch directors: Foreign Directors or attorneys-in- fact of the branch shall also hold a NIE/NIF. Power of attorney: in case the parent company representative does not come to Spain at the incorporation execution deed.
Tax filings
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Tax Identity Code (“NIF) for the Branch: a NIF shall be obtained prior to filing at the Commercial Registry. To apply for it, the representative of the branch shall also hold a NIE/NIF. Registering in the Tax Census: as mentioned earlier for companies. The Branch shall file tax return on Economic Activities Tax (“Impuesto de Actividades Económicas”): as mentioned earlier for companies and except a Tax Treaty sets forth the exemption. Opening of a branch is taxed on Transfer Tax (tax on corporate events concerning transaction on company’s equity), except when the parent company is an EU Company or is a company with a registered office located within EU and its center of effective management is locates out of EU.
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• Public deed of incorporation: Parent company or its duly authorised representatives shall execute the public formalization before a notary of the resolution to open a branch, previously adopted by the competent body of the foreign parent company. The notary will request the following documents or points that shall be incorporated to the deed:
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Evidence of the identity of the person who appears before the notary, his power of attorney to represent the parent company. Resolution incorporating the branch passed by the competent body of the Parent company (documents shall be translated, legalized and/or certified by apostille, as appropriate). Evidence of the existence of the Parent company, its bylaw and name and personal details of its directors (documents shall be translated, legalized and/or certified by apostille, as appropriate). Evidence of cash contributions or contributions in kind (if applicable). Appointment of the branch’s directors and authorities granted to them. Name, activity and registered office of the branch. Final beneficial owner identity: as mentioned earlier for companies.
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2.3 Acquisition of a Shelf Company To acquire a Shelf Company accelerates the process of starting a business, but it is more expensive. In order to acquire a shelf company, the following steps and documents are required:
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Execution of sale and purchase of shares deed before a notary
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Foreign investors or their duly authorised representatives shall execute the acquisition deed. Following documents shall be required:
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The title of ownership of the shares transferred.
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Buyer´s and Vendor´s NIE/NIF.
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Documentary evidence of the payment and how it was made.
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Final beneficial owner statement.
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ILN Corporate Group – Establishing a Business Entity Series
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