In company law, our commitment is to be your trusted legal partner at every stage of your business. We advise on choosing and setting up a company, and on changes to its articles of association, including capital increases and reductions, mergers, demergers and other corporate changes. We also guide you through dissolution, liquidation and the winding down of a business.
For commercial contracts, our legal team drafts, reviews and negotiates a wide range of agreements, such as sale, supply, distribution and franchise contracts. We also advise on creating and enforcing commercial guarantees and sureties. In short, we are your legal ally so that you can focus on growing your business.
Our company law services for clients in Spain cover business owners, shareholders and individuals who invest from another country. If you are a foreign national, we also help you register a company in Spain: choosing the type of company, obtaining your NIE, opening the company bank account, signing before a notary and registering the company in the Commercial Registry. You can read the steps below, under company formation. Our lawyers work in English, in person or online, from our offices in Madrid, Barcelona, Seville, Málaga, Córdoba and Palma.
Comprehensive advice on choosing, setting up and formalising a company, whether you live in Spain or are a foreign investor.
Each country has its own corporate structure, and in Spain most businesses that register a company choose a limited company (sociedad limitada, S.L.). Its minimum share capital is 1 euro; if the capital is below 3,000 euros, 20% of the profit must go to a legal reserve until that figure is reached (art. 4 of the Spanish Companies Act, Ley de Sociedades de Capital, LSC). A public limited company (sociedad anónima, S.A.) requires a minimum capital of 60,000 euros and suits projects that expect investors or a lot of capital. The company name must include the corporate form, for example «S.L.» (art. 6 LSC).
1. NIE. Each foreign partner and director, whether an individual or the representative of a company, needs a NIE (número de identidad de extranjero), the identification number that foreign nationals use for tax and legal dealings in Spain. We tell you at the start how to obtain it from where you live, and which documents you need for the application.
2. Company name. The name is requested from the Central Commercial Registry (Registro Mercantil Central), which certifies that no other company has an identical name. The law does not allow a company to take a name identical to an existing one (art. 7 LSC).
3. Articles of association and partners’ agreement. We draft the articles: corporate purpose, registered address, capital, shares, rules for transferring them and the management body. If needed, we draft a separate agreement between partners for matters that should not be public.
4. Bank account and capital. Cash contributions are proven before the notary with a bank certificate, so the partners need a bank account for the company. Contributions can also be made in kind, for example with property, and the way they are valued and recorded must be agreed with the notary beforehand. Banks ask for identification documents of the partners, such as a NIE or passport.
5. Deed before a notary. The partners sign the deed of incorporation (escritura de constitución) before a Spanish notary, who authorises it. The first administrators are appointed in the deed, and their appointment takes effect when they accept. Unless the articles say otherwise, the company’s operations start on the date of the deed (art. 24 LSC). We explain the content of the deed to you in English before you sign.
6. Tax number and registration. The company obtains its tax identification number (NIF, formerly called CIF) and the deed is filed for registration in the Commercial Registry (Registro Mercantil). The founders and administrators have two months from signing to file the deed (art. 32 LSC); otherwise they are liable for the damage caused.
The requirements depend on the type of company, the number of shareholders and who will manage it. The registration deadline of two months from signing is the one set by law; the time the whole process takes also depends on the notary, the bank and the Registry, so we agree the order of the steps with you before starting.
A limited company separates the business from the personal assets of its partners, but administrators remain liable to the company, the partners and creditors for damage caused by acts contrary to the law or the articles. We explain this liability before you accept the post.
Once the company exists, it has accounting books, annual accounts filed every year, corporate tax, VAT and other taxes, which are part of its tax compliance. We coordinate these procedures with the tax area of our firm, so that the company calendar and the tax calendar stay aligned.
Setting up a company does not by itself give anyone the right to live in Spain. If you also need a visa or a residence permit, our immigration team can advise you on that separately. For more information on your case, book a consultation.
Assistance with capital increases and reductions, mergers, demergers and other corporate changes.
When a new shareholder joins, or the powers of the administrator change, the articles of association must be updated and the change registered. We prepare the resolutions and the documents that the notary and the Commercial Registry ask for.
Guidance on dissolution, liquidation and the winding down of a business.
Drafting, reviewing and negotiating commercial contracts, such as sale, supply, distribution and franchise agreements, among others.
Advice on creating and enforcing commercial guarantees and sureties.
Drafting, reviewing and negotiating commercial contracts, such as sale, supply, distribution and franchise agreements, among others.
Advice on creating and enforcing commercial guarantees and sureties.
We advise companies and partners from our offices in Madrid and Barcelona. Each city has its own page with details of how we work there and the matters we are asked about most.
You deal directly with the lawyer handling your case, who explains each step to you in English.
We tell you from the start which steps your case involves, which documents we need and which legal deadlines apply.
