The report “Doing Business 2016” published by The World Bank leaves Spain at rank 86.
“Emprende en 3” was an initiative created in January 2014 for shorten the time to start a business to 3 days. The list of town halls enrolled in the program can be found at https://ssweb.seap.minhap.es/ee3/main/adheridas.. Additional info can be found at http://portal.circe.es/ and http://www.eugo.es/
The intricacies of Spanish bureaucracy can get a bit complex depending on the type of activity, also regional administrations and town halls can add additional requirements. The best way to get started is to get advice from an accountant, a lawyer, local business association or the local chamber of commerce.
Even though it can take time to obtain licenses and permits, resist the temptation to start without them, as fines from Spanish public administrations can be harsh.
The “ley de emprendedores” increased the different types of companies. For small enterprises the choice will most of the time either to create a limited company or to be self-employed.
Starting a Business as a self-employed.
Being self-employed is probably the easiest way to start in business as there is no minimal capital share and the activities can start almost immediately, if you working from a local or need special licenses. Nevertheless the self-employed person has unlimited responsibility with his assets for any debts that he may have with any third party.
In order to start there will be few initial steps:
- Registration in the registry of Entrepreneurs at the Tax Office, forms 036 or 037 (Censo de Empresarios y profesionales in Spanish). You need a NIE.
- Registration with the General Treasury of Social Security (also to get a Social Security number if you don’t have one already) as a self-employed worker
Depending on the type of activity you also need:
- Notice of opening of the workplace in the Ministry of Employment of the region.
- Application of relevant licenses to town hall or other administrations depending on the type of activity.
- Obtain and legalize the visitation book at the Provincial Employment office.
- Work contracts, for employees if you have.
- Registration of the company in the territorial Treasury of Social Security, the employer assigns a number for identification and control of its obligations a Code Contribution Account.
Your accountant/lawyer can process most of these procedures online if you get a digital certificate that will enable to digitally “sign” the forms online. It is very easy to obtain the certificate by asking it in person at the town hall with a valid ID/passport and your NIE document.
If you are self-employed you will have to pay a minimum monthly social security fee of around 275€.
- Flat fee, the first 12 months: in 2018 will be 50 euros.
- Months 12 til 18: 50% reduction during the second semester.
- Months 18 to 24: 30% reduction during the following semester.
- Months 24 to 36: 30% bonus for new self-employed workers under 30 and self-employed workers under 35 years of age.
Starting a limited company
The main advantage of limited liability companies is that shareholders are liable for the debts and obligations of the corporation only up to the capital share they hold.
The initial steps are:
1) Register the name of the company
You will need to start a procedure with the Central Spanish Commercial Registry and submit 5 possible names for your company. If one of the names has not been taken by another company, the registry will issue a certificate that will be valid for 6 months (3 months for notarial use) stating the name of the new company. More information can be found at http://www.rmc.es/DenominacionesSociales.aspx
2) Open a bank account in the company name
The minimal capital that has to be invested is 3.005,06 €. You will need a certificate from the bank showing the investment of the money and its origin. You will need the certificate later at the notary.
3) Article of association
You will have to sign in front of a Spanish notary the articles of association of the company. It must contain information such as the name of the company, object and activity, commencing date, capital share, shareholders names and details, business address, designation of the director of the company and the powers of the same, and list of limitations for the transfer shares to third parties. You should ask a lawyer to draft the document, as it can be rather complex.
4) Stamp duty
The formation of a limited company is now exempt of stamp duty. Nevertheless you will still have to present a form 600 from you regional administration.
5) Tax Office
At the tax office you will have to apply for:
- The company C.I.F (tax identification code).
- The registration with the tax system for which the company will be liable.
- Registration for VAT.
6) Inscription of the company at the commercial registry:
You will have 2 months after the signing of the article of association to inscribe the company in the provincial commercial registry where the company is domiciled.
7) Getting the final CIF of the company
Once all this steps are completed you will get the official paper with the company registration number from the tax office.
Companies need to obtain a digital certificate in order to receive any notification from the tax office electronically.
8) Other steps
The director/administrator of the company will have to be inscribed in the social security system either as self-employed.
You will also need additional permits and registration depending on the type of business or if the company has employees.