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[ESTABLISHING A BUSINESS ENTITY IN SPAIN]
If the deed is granted abroad, it shall be dully legalized. Execution of corporate changes and director’s appointment deed and registering with the Commercial Registry.
appoint a representative residing in Spain for tax purposes. Residence permit A residence permit will be required when the foreign shareholder or foreign director resides in Spain. There are different resident permits, some of them also allows to work. So, the permit to apply for shall be analysed in a case- •
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Tax filings
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It is basically the same as when incorporating a company, except applying for a NIF because the company already has it. Generally speaking, sale and purchase of shares is tax-exempt on Transfer Tax, except for certain transactions involving indirectly transfer of real estate properties: transfer tax return shall be filed.
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by-case basis. 3.3 Minority
shareholders’
rights
and
protection See chart attached ( Annex 2 ) as a summary of the main minority shareholders’ rights. 4. FOREIGN INVESTMENT, THIN CAPITALISATION, RESIDENCY AND MATERIAL VISA RESTRICTIONS 4.1 Any significant barriers to entry for an offshore party In general terms, there are not significant barriers to entry for an offshore party, except in regulated sectors (the main ones are: financial, insurance, energy and Technology, media and telecommunications). 4.2 Any capitalisation obligations Companies shall keep its net worth higher than half of the share capital. So, if losses reduce the net worth of the company below half of the capital (generating a “non - balance net equity” position), the company is obliged either: - to increase or reduce the capital in order to meet that threshold, or - to be dissolved. To this extent, participation loans shall be considered equity. Directors of the companies shall call the meeting to pass such resolutions. When directors fail to do so, become liable of the
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3. GOVERNANCE,
REGULATION
AND
ONGOING MAINTENANCE 3.1 Brief summary of regulation of each type and ongoing maintenance, reporting requirements See chart attached ( Annex 1 ) as a summary of the main regulations of each type of company and a branch. 3.2 Requirements for local shareholding/directors • Shareholders and directors There are no general requirements for any shareholders and directors, except for specific sectors or activities where law provides specific requirements as to hold licences or authorizations for such activity. Shareholders and directors may be of any nationality. NIE or NIF Both, shareholders (parent company in case of branch) and directors shall hold a Tax ID number (NIE or NIF). Furthermore, in case of a branch, the parent company will have to •
ILN Corporate Group – Establishing a Business Entity Series
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