Register a Spanish company
Types and establishment process of Spanish companies
Companies investing in Spain can be divided into three categories according to the projects to be operated, the amount of investment, the composition of shareholders, etc.: joint stock limited companies (SA), limited liability companies (SL) and individual entities. Number of shareholders: Since 1996, it has been possible to set up a limited liability company with only 1 individual shares.
Spanish company limited:
According to Article 4 of the Spanish Joint-stock Company Law, the minimum registered capital shall not be less than 6010/.21Euro (that is, equivalent to the original provision of10 million pesetas; The fixed exchange rate between euro and Spanish currency unit pesetas is 1 euro equals 166.386 pesetas); At the time of establishment, at least 25% of the registered capital must be paid, and the rest can be paid in a certain period of time in the company's articles of association.
Spanish limited liability company:
The minimum registered capital is 3005.06 euros (500,000 pesetas). Since the company law was revised in 1995, the maximum registered capital of 300,506.52 euros (50 million pesetas) has been cancelled.
Spanish company application process:
A joint stock limited company and a liability limited company need to apply for a name, formulate articles of association and appoint a legal person. They need to go to a notary office for notarization and register at the company registration office, and then register with the commercial registration agency in the region where they are located. At the same time, they need to file with the central commercial registration agency and publish it in the newspaper. The whole process takes a month, and the individual entity can operate immediately.
Administrative license required for business in Spain
1, apply to the government for a business license (Licencia de Apertura).
2, to the tax bureau to apply for tax license (IAE) and statistical statements (DECLARACION CENSAL).
3. Apply to the Labor Bureau for the company's business registration; If there are workers, you should also apply for a company number to pay for workers' labor insurance.
4. The above documents are required by every industry. Some special industries need other licenses and registrations. Such as industry and construction, need to be registered in the industrial energy department of the autonomous region; If it is food, you need the health registration number of the health department.
Procedures and procedures for starting a company in Spain
The establishment procedures of foreign-funded enterprises and domestic-funded enterprises are basically the same. The only difference is that foreign-funded enterprises declare to the Foreign Trade Department of the Ministry of Industry, Trade and Tourism after their establishment, so as to facilitate foreign investment statistics, but no prior approval is required.
In recent years, the Supreme Council of the Spanish Chamber of Commerce has reached an agreement with the relevant government departments in the West, and local chambers of commerce provide one-stop services for newly established enterprises, and most of the procedures for setting up enterprises can be completed in the same place.
Nevertheless, it is suggested that it is best to handle the relevant procedures through lawyers or agents specializing in enterprise establishment, which can save time and avoid a lot of tedious work.
(1) Procedures for the establishment of Spanish enterprises
1, Spanish company name without objection certificate: it is necessary to obtain a certificate that there is no company with the same name as the proposed company.
2. Articles of Association of Spain: The shareholders of the company sign the articles of association in the notary office.
3. Pay property transfer tax and judicial and notarization fees for documents.
4. Obtain the Spanish company tax number (CIF).
5. Registration: After the Spanish company has obtained the legal person status, it will be registered with the Spanish company registration office.
(II) Opening Procedures of Spanish Companies
1, Spanish municipal authorities: All enterprises need to apply for the Business License from the local municipal government before starting business; If it is necessary to transform the office building, factory building, storefront, etc., it is necessary to apply to the local municipal government for the "Project Permit".
2. Registration in Spain: All enterprises that purchase real estate must register with the Real Estate Registration Office. Industrial enterprises must be registered in the "Industrial Registration Bureau" before starting work.
3. Spanish taxation: go through the formalities of levying "business tax" with the tax authorities; At the same time, it began to make tax declarations to the tax authorities.
4. Spanish labor: inform the labor department to start business, register and get the social insurance number paid by the company, and get the social insurance number for the company's personnel.
5. Spanish certificate: purchase and notarize the business scope certificate, labor supervisor visit certificate, employee registration certificate, etc.
Employees come to Spain for approval
There are two ways to apply for a job in Spain, the first is the employer residence (Cuenta Propia) and the other is the employee residence (Cuenta Ajena). If the company has been operating normally in Spain, its employees can come to Spain by applying for work residence, and the following documents are required:
1, preliminary contract; 2. Corporate ID card; 3. Company tax number (CIF); 4, the company's labor bureau number; 5. notarization of company establishment; 6, the company's business statements; 7. Company work requirements; 8. A certificate issued by the Spanish Employment Bureau that there is no unemployment in Spain for the job you are applying for.
The following documents are required for the job application: 1, original and photocopy of passport; 2. Application form; Three or four photos.
Foreign investors must set up a company in Spain before they can conduct business operations. In addition, they need a person with a Spanish residence or identity card as the legal representative of the company, otherwise they cannot apply for an administrative license. The residence in Spain can be divided into family residence, work residence, and EU residence (which means that it is given to EU personnel and Spanish family members and is valid for 5 years). In addition, the length of family stay is different; Work residence is divided into employee residence (1 year, 2 years, 3 years and 5 years) and employer residence (same as before).
Taxes payable by Spanish companies
Taxes payable by the company are:
(1) corporate income tax. This tax is paid at 35% of the company's net profit. However, some local enterprises are given certain preferential treatment, and at the same time, electronic, pharmaceutical, shipbuilding, high and new technology, public welfare undertakings and projects that can create new employment opportunities are given preferential tax relief as appropriate.
(2) value-added tax. The tax varies according to the industry, and there are three types of * * *:16% for general goods and services; 7% for hotels, restaurants and other service industries; 4% for food and beverage; Alcoholic beverages are 16%.
(3) business tax. It is a local tax. Collected by the town government where the company is located. Tax rates vary.
In addition, the company also needs to pay social insurance for its employees (equivalent to about 30% of their net salary). Social insurance includes three categories, and the premium varies according to the industry and the nature of the job:
1) general social insurance. Mainly refers to medical care, pensions, etc. The tax rate is 28.3% of the salary, of which the individual pays 4.7%; For example, the tax rate for part-time employees (hourly workers) is 1 1.32%, of which 1.88% is paid by individuals.
2) Industrial accident insurance. Permanent and temporary employees are the same. The rate is 0.99% of the salary, of which the individual pays 0.63%. The construction industry has the highest rate.
3) unemployment, employee training and other insurance. Full-time employees, the rate is 8.9%, of which the individual pays1.7%; Part-time employees, the rate is 0.4%, and individuals pay 0.0%.
Procedures for applying for a general visit visa and a special visa for long-term residence and work
What are the procedures and procedures for foreign company personnel to visit Spain? Schengen agreement "countries are basically the same. First of all, you must have an invitation letter from a Spanish company, and then you can apply for a temporary entry visa at the Spanish embassy. Generally, the temporary visa allows a stay of 30 days, and the short-term business visit visa is 90 days. If you want to work in Spain, you need to apply for a special (D) visa to allow you to stay and work in Spain for a long time. To this end, it is necessary to have an invitation letter from a western employer, a labor contract and other documents, and apply for a long-term residence and work permit from the local labor department and police department after obtaining the above-mentioned special visa and entering Spain. Applying for a long-term residence and work permit in the west is cumbersome, time-consuming and difficult, and it often takes half a year or even a year; In addition, the documents are postponed and the waiting time is longer.
Spanish trademark and patent registration management
Spain is a member of the Paris Convention for the Protection of Industrial Property and the Convention of the World Intellectual Property Organization. In terms of patents, Spain is a signatory to the Munich Convention on European Patents and the Patent Cooperation Treaty.
1, trademark registration management
Spain's trademark authorities and departments that accept registration are the National Industrial Property Registration Bureau. Trademark registration way: the trademark applicant shall register with the Trademark Section of the State Industrial Property Registration Bureau, and the effective date of the trademark shall be subject to the date of approval by the Industrial Property Registration Bureau. The following materials are required to apply for trademark registration: 1) application form; 2) Trademark description (in duplicate); 3) Trademark description written in 16 format; 4) trademark stereotype; 5) Proof of 50 trademarks; 6) Certificate of the place of registration of the original trademark; 7) industrial compensation certificate (referring to the documents that have not been registered with other registered institutions before); 8) Directory of the above documents. If drugs are involved, certificates from pharmacists, doctors or veterinarians must also be issued. If an agent is entrusted, a "power of attorney" must be issued. The application report will be published in the Official Gazette of Industrial Property. If no objection is raised within two months, it can be regarded as passed. Once a trademark is legally registered, it gains exclusive rights and is protected by law, and no other company has the right to use it without authorization.
2. Patent registration management
Spain's patent authorities and departments accepting registration are also the National Industrial Property Registration Bureau. Patent registration way: the patent applicant shall register with the Patent Section of the State Industrial Property Registration Bureau, and the effective date of the patent shall be subject to the date of approval by the Industrial Property Registration Bureau. Applying for patent registration generally requires the following materials:
1) application form;
2) Patent description (in triplicate);
3) pattern;
4) Directory of the above documents;
5) Models and samples that the applicant considers necessary;
6) Certificate of origin. If you entrust an agent to handle it, you must also submit a "power of attorney". The application report will be published in the Official Gazette of Industrial Property Rights. If no one raises any objection within 45 days, it will be approved. Once a patent is legally registered, it obtains exclusive rights and is protected by law, and other companies have no right to use it without authorization.