Registration, change of form and dissolution of businesses: Registers and notaries

Formation of commercial companies

If you wish to operate a business in Spain, you may opt to do so either as a natural person (sole trader) or as a legal person (in the form of a commercial company). Commercial companies in Spain can take one of four legal forms: private limited company, public limited company, general partnership and limited partnership.

How is a commercial company formed?

The steps to be followed to complete the formation of a commercial company are listed below.

1. Make sure no other company exists under the name you plan to give the new company. Do this by checking with the Central Register of Companies that the company name does not exist.
2. Get a tax identification number (NIF), by applying to the main tax authority in Spain, the National Tax Agency , for a tax identification number.
3. Deposit social capital at a bank. Every commercial company must have a minimum mandatory social capital, deposited at any bank. Proof of disbursement is not required if the partners assume joint and several liability for the amount of capital in the deed.
4. Rules, known as articles of association or by-laws, have to be drawn up for governing the company.
5. Sign the deed of incorporation before a notary .
6. Pay the property transfer tax and duty on documented legal acts at the Tax office in the relevant autonomous community.
7. Have the company entered and published on the Register of Companies .From now on, the company is fully incorporated and acquires legal personality.
8. Make a declaration of commencement of activity at the National Tax Agency.
9. Register at the National Tax Agency for the tax on economic activities.

10. Register the business with the social security authority .
    As a new feature, Law 18/2022 of 28 September on the creation and growth of companies (the ‘Create and Grow’ Act) was adopted in September 2022. It introduced a minimum capital of one euro for limited liability companies, with a specific transitional regime for amounts not exceeding EUR 3 000 (20% of the profits of the legal reserve and joint and several liability of partners in the event of liquidation).
    
    The Law also allows companies to be incorporated via ‘CIRCE’ [Information Centre and Network for Setting Up Companies] and ‘DUE’ (electronic single document), recognises the possibility of doing so by means of an extrajudicial foreign public document, in line with Law 25/2015 of 30 July on international legal cooperation in civil matters, and considers, inter alia, the College of Registrars to be a focal point for entrepreneurs.

What are a commercial company’s obligations during its lifetime?

1. Social security registration as self-employed
2. Registration and inspection records, and related legal formalities. Company record-keeping
3. Notification of the opening of business premises or resumption of activity. Application for registration on the Register of Commercial Activities and Employers at the Ministry of Labour of the relevant autonomous community, or provincial department of labour. Formalities relating to commencement or resumption of activity
4. Application to the local authority for a licence to commence activity .
5. Social security registration of employees and contracts
6. Legal formalities relating to company records. Register of Companies .

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Change of legal form

Law 3/2009 of 3 April 2009 on the restructuring of commercial companies, governs the system for changing the form of commercial companies. The changes permitted are listed below.

1. A commercial company may change to any other legal form of commercial company.
2. Registered commercial companies and European Economic Interest Groupings may change their legal form and form interest groupings, between them, and vice versa.
3. A limited-liability partnership may change to any other legal form of commercial company.
4. A public limited company may change its form to a European public limited company, or vice versa.
5. A cooperative association may change its form to a commercial company and vice versa.
6. A cooperative association may change its form to European cooperative association (SCE) and an SCE may change its form to a cooperative association.

Agreement on a change of form

A change of form of a company must of necessity be agreed by the general meeting of shareholders, in accordance with the requirements and formalities prescribed by the by-laws of the company which is changing its form.

The agreement on the change of legal form cannot alter the shareholdings held by shareholders, unless it is agreed to by all remaining shareholders in the company.

Shareholders who did not vote in favour of the agreement may withdraw from the company which is changing its form.

Registering the change of form in the Register of Companies

The change of legal form takes effect on registering the public deed of the change of form in the Register of Companies.

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Dissolution of a business

What are the steps for winding up a business voluntarily?

1. Agreement to dissolve a company. If any of the grounds prescribed by law exist, the administrators must convene a general meeting to have the dissolution agreed and authorise the deed to this effect. Royal Legislative Decree 1/2010 of 2 July 2010 approving the revised text of the Law on companies.
2. Settlement of property transfer tax and duty on documented legal acts. This must be forwarded to the Ministry of Tax of the relevant autonomous community.
3. Registration of the winding-up decision. In general, an application is filed within one month of the general meeting and entered in the Register of Companies .
4. Appointing liquidators. They may be appointed both when the dissolution of the company is agreed on, during the period of winding up and whenever the general meeting so decides.
5. Registering the appointment of liquidators. In the same period, this is entered in the Register of Companies of the province where the business is located.
6. Winding up process, distribution of corporate assets, and a public deed of termination.
7. Settlement of property transfer tax (ITP) and duty on documented legal acts (AJD). These are settled at the Ministry of Economy of the autonomous community in which the business is located, within a period of 30 working days from notarising the public deed.
8. Application for registration of the termination of the company and cancellation of entries in the register. This takes place at the Provincial Commercial Registry where the company is domiciled.
9. Termination of contracts of employment. This takes place at the Labour and Social Security Inspectorate within the period prescribed in the collective bargaining agreement applicable to the company.
10. Delisting of contracted employees, also from their social security accounts. It is necessary to go to the Central treasury for social security of the province where the employees were registered.
11. Removal from the roll of businesspersons and from the tax on economic activity. This must be done at the Tax Agency within one month of dissolution of the business.
12. Removal from the special scheme for the self-employed. This is done at the Central treasury for social security within six calendar days from the date on which the activity ceased.

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