Who Has to Be Present at the Incorporation of a Limited Company?

A limited company (sociedad limitada) is incorporated when the public deed of incorporation is granted before a notary public. Among the most frequent questions that can arise at this time are whether or not to attend in person and who should attend. Here are the answers to your questions.

Who should be present at the incorporation of a limited company?

All founding partners should be present to sign the document (the public deed) at the notary’s office. They may visit the notary’s office in person or they may appoint someone to represent them.

What does the power of attorney need to include to establish a limited company in Spain?

In the case of foreign companies setting up limited companies in Spain or having foreign partners in Spanish limited companies, it is customary for them to empower a natural person resident in Spain to represent them at the signing at the notary’s office.

The power of attorney can be granted by a foreign notary and must be translated by a sworn translator and legalised through an Apostille of The Hague or another means of legalisation.

The power of attorney includes the following:

• Grantor details (name, address and identification document).
• If acting on behalf of a company: name of the company, information regarding the legality of its incorporation, address, information regarding its registration in the Mercantile Register and description of its corporate purpose.
• Certification confirming that there is conclusive evidence of the existence of the person granting the power of attorney, of their identifying details and of their appointment, and that the purpose of the power of attorney is part of the corporate objective of the company.
• Declaration by the grantor of the power of attorney regarding the validity of such powers.
• Representative details.
• The representative’s powers in forming a limited company. The power of attorney must be extensive and include:
  • The power to grant the deed of incorporation for a limited company in Spain.
  • Drawing up the articles of association
  • Underwriting the share capital
  • Completing registration with the Mercantile Register
  • Issuing and signing deeds of correction concerning the deed of incorporation or the articles of association.
  • Attending the first general meeting of stockholders and voting on resolutions.
  • Appearing before the Tax Agency and requesting a NIF tax identification number.
  • Carrying out the tasks required to perform the above actions.

What documents are required for the deed of incorporation of the company before a notary?

The notary’s office where the company is to be incorporated will request the following documents:

• Articles of association of the company.
• Negative certification of the name of the company issued by the Mercantile Register.
• Bank certificate confirming the deposit of the share capital (in the case of a limited company the minimum share capital is €3,000).
• National identity cards, NIE tax identification numbers and deeds of representation of the founding partners in the event that they do not attend the signing of the deed themselves.
• Declaration of foreign investments, in the event that any partner is a foreigner.