What Documentation Does a Foreign Legal Person Need to Incorporate a Limited Company?

If you’re thinking of incorporating a limited liability company in Spain on behalf of a foreign enterprise, you should know that doing so is indeed possible. This post tells you how it’s done and what documentation you will need.

The only drawback to this process is that it takes longer as you’ll have to send documents to Spain from overseas and complete certain additional procedures.

Steps to follow and the necessary documentation to incorporate a limited company for a foreign enterprise

The below details the steps to follow and the documentation that will be needed to incorporate a limited company for a foreign legal person:

• A foreign company that wants to incorporate a limited company in Spain must obtain a NIF tax identification number prior to the incorporation of the company in the presence of a notary.
• To apply for a NIF, the foreign company’s legal representative must apply for a non-resident NIE tax identification number. A power of attorney could be granted to a person who is habitually resident in Spain (a lawyer or agent, for example) to complete these procedures. The power of attorney must be translated by a sworn translator and legalised with an Apostille of The Hague.
• If you wish to obtain an NIE for a foreigner who is not resident in Spain, there are two alternatives:
  • Go to the Spanish Consulate in their country of residence and apply for one.
  • Go to the Aliens Office or Police Station in Spain and apply for one either in person or through a representative with sufficient power.
• To apply for an NIE, you must submit:
  • An application form
  • Original passport
  • A report from a Spanish notary regarding the financial, professional or social causes that justify the request
  • Proof of payment of the relevant fees
  • If the request is made by a representative, they must submit:
    • Power of attorney with a sworn translation and an apostille.
    • Copy that has been authorised and notarised by a notary public of the pages of the passport, which have been apostilled or legalised.
  • Articles of association with the minimum content as required by Spanish law, which is as follows:
    • Name of the company
    • Company purpose
    • Address
    • Share capital (the minimum share capital is €3,000 for limited companies), the shares into which it is divided and its consecutive numbering.
    • The way in which the company is to be managed (sole director, directors acting jointly or severally or a board of directors).
    • The way in which the company’s bodies deliberate and adopt agreements (such as general meetings and a board of directors).
  • Negative certification of the company name from the Mercantile Register.
  • Proof of the monetary contributions made, issued by the bank.
  • The original power of attorney document.
  • Certificate of the foreign company’s existence, stating the position of the legal representative and their validity. All these documents must also be translated by a sworn translator and legalised with an Apostille of The Hague.
  • Identification document for the foreign company’s representative.
  • Declaration of foreign investments. This is a document that must be submitted to the Register of Foreign Investments (Registro de Inversiones Extranjeras), which is part of the Ministry of Industry.
  • When the deed of incorporation for the Spanish limited company has been issued, it is necessary to apply for registration in the Census of Employers (Censo de Empresarios) at the Tax Agency.
  • Settlement (as exempted) of the Tax on Company Operations (Impuesto de Operaciones Societarias) within 30 days of the granting of the deed of incorporation.
  • Registration of the company in the Mercantile Register.
  • Application for a permanent CIF (tax identification card) from the Tax Agency.