Obtain a certificate of availability for the proposed company name (certificación negativa de la denominación social)
Agency: Mercantile Registry
To register a company, entrepreneurs can choose between obtaining a certificate of availability of the company name or selecting a name from a list of approved names (Bolsa de denominaciones). Most companies are registered with a previous certificate.
The certificate of availability of the company name is typically requested through the website of the Central Commercial Registry: https://www.rmc.es/privado/CertificacionesDenominaciones.aspx. The company can choose between obtain the certificate in person at the Registry, receive it by email or received it electronically (with the electronic signature of the register). The Registry will issue and deliver the certificate within the next 48 hours.
This procedure can also be requested through the Help Desk for Entrepreneurs (Puntos de Atención al Emprendedor, PAE) or through the notary online system SIGNO.
Once the Registry issues the certificate, the requested corporate name will be reserved for a maximum of 6 months from the certificate’s date of issuance. Each certificate is valid for 3 months from its date of issuance. Furthermore, once the certificate’s validity has expired (3 months), the certificate can only be renewed once, after which a new certificate must be requested.
Time and cost: 2 days, EUR 13.52 (excluding VAT)
Open a company bank account and deposit capital
Agency: Bank
In most cases, the entrepreneur deposits the amount of the contributions directly in the bank. The contributions can also be directly given to the public notary at the time of granting the deed of incorporation. In this scenario, the notary can deposit them in the company’s bank account.
The law No. 14/2013 of Entrepreneurship support established that is not necessary to justify the deposit of the share capital if the shareholders express in the public deed that they will respond jointly and severally in front of the company and its creditors.
Time and cost: 1 day, no charge
File the Single Electronic Document (Documento Único Electrónico – DUE) and make an appointment with a notary
Agency: Help Desk for Entrepreneurs (PAE)
Prior incorporation, the entrepreneur completes a single registration form (DUE) through the online system CIRCE that is then sent to the notary’s office, the commercial registry, the tax agency and the social security agency to obtain the company contribution number (Codigo de Cuenta de Cotizacion, CCC) and to register the employees.
The single registration form can be filed at any Help Desk for Entrepreneurs (Puntos de Atención al Emprendedor – PAE) or online by the entrepreneur, in which case a digital signature is required. Once the DUE is sent, an appointment request is generated with the notary chosen for the preparation of the public deed of incorporation.
Time and cost: 1 day, no charge
Obtain through a notary the registered public deed of incorporation and the fiscal identification number (Código de identificación fiscal – CIF)
Agency: Public Notary and Mercantile Registry
The notary provides the public deed (escritura de constitucion) once it is obtained the company name certificate and the rest of the documents. The Notary will send to the Registry the accredited copy of the deed through the online platform SIGNO. The Registry will incorporate the company and the confirmation of the incorporation will be notified electronically to the Notary.
The Notary will apply for a provisional fiscal identification number (NIF) at the tax authority (Agencia Estatal de Administracion Tributaria) through the online notary platform SIGNO. Once the tax authority confirmed the permanent NIF, it will be electronically notified to the Notary and Registry.
At the moment of incorporation, the entrepreneurs must provide to the Notary the information on the company’s beneficial owners that will be included in the company deed by a ‘responsible declaration”. The Notary will verify the provided information at the Beneficial Ownership Database.
The registration and the fiscal identification number can also be obtained through CIRCE, the electronic platform of the Ministry of Economy, Commerce and Tourism. Although, the SIGNO platform is more used among notaries to incorporate a company.
For a company with a share capital higher than EUR 30,000, the notary fees are as follows (per Number 2, Royal Decree 1426/1989, last modified per Official Gazette 285 of Nov. 17, 2011):
*Notary fee for public deed of incorporation (a 5% discount applies):
- Until EUR 6,010.12: fixed sum of EUR 90.15
- For the amount from EUR 6,010.12 until 30,050.61: 4.5 per thousand of capital
- From EUR 30,050.61 until 60,101.21: 1.5 per thousand
- From EUR 60,101.21 until 150,253.03: 0.5 per thousand
- From EUR 150,253.03 until 601,012.10: 0.3 per thousand
*Additional notary charges (per Number 1-h, Royal Decree 1426/1989, last modified per Official Gazette 285 of Nov. 17, 2011):
- Designation of positions (cargos): EUR 30.05
- Paper cost (papel matriz): EUR 1.50
- Authorized mandatory copy (copia autorizada): EUR 30.05
- Paper cost for the copy: EUR 1.50
- Safety seal (sello de seguridad): EUR 0.15
Registration fees as follows (per Number 2, Royal Decree 1427/1989 last modified per Official Gazette 285 of Nov. 17, 2011):
- Until EUR 6,010.12: fixed sum of EUR 24.04
- For the amount from EUR 6,010.12 until 30,050.61: 1.75 per thousand of capital
- From EUR 30,050.61 until 60,101.21: 1.25 per thousand
- From EUR 60,101.21 until 150,253.03: 0.75 per thousand
- From EUR 150,253.03 until 601,012.10: 0.3 per thousand
- Fee for record entry: EUR 6.01
Time and cost: 7 days, see comments
Payment of the municipal tax for urban services (tasa por prestación de servicios urbanísticos)
Agency: CIRCE portal
Payment of the municipal tax (“tasa por prestación de servicios urbanísticos”) is required before submitting the notification of start of operations (“declaración responsable”). It can be made online (through the CIRCE system) or at the authorized banks.
Time and cost: Less than 1 day (online procedure), EUR 414
Submit a notification of start of operations (declaración responsable) to the Town Council
Agency: Town Council
The responsible declaration procedure is to be prepared in accordance with an official model, which will include the following circumstances: (i) identification of the owner of the activity; (ii) identification of the office’s surface; (iii) identification of the activity declared; (iv) a representation granting that the activity is not undertaken in a building protected due to its cultural interest; and (v) that the activity does not imply the private use or occupation of public domain spaces and goods.
This declaration will entitle the applicant to undertake the activity declared, subject to further control by physical inspection of the office by the local authorities or by the technical services of the private agencies authorized by the municipality, depending on to which of those entities the declaration has been filed with. This declaration can be filed with the Municipality in person, by mail or online through the CIRCE platform.
Time and cost: Less than 1 day (online procedure), included in Procedure 5
Notify the Ministry of Labor and Industry of the start of operations
Agency: Ministry of Labor, Migrations and Social Security (Dirección General de Trabajo)
The corresponding autonomous community must be notified within the first 30 days of the start of activities and the opening of the workplace. Every autonomous community has its own form. Some require that work injury and safety documentation (corresponding to the specific business or workplace in question) be filed along with the forms. Other forms and documents might be needed depending on the workplace activities.
Business founders can notify the Ministry of Labor and Industry online through the CIRCE platform.
Time and cost: Less than 1 day (online procedure, simultaneous with previous procedure), no charge
