Moving to Spain and the legal process involved may generate a sea of doubts. Which is the right permit for me? Which are the requirements to get a visa? And once I become a resident in the country, what if I would like to set up a company? Is there any difference in taxes for expats living in Spain? Well, in our immigration FAQs (frequent asked questions), we solve them all. Updated regularly, in this page we include the main questions our worldwide clients ask our team. All the questions you may have regarding immigration issues, answered.
The Entrepreneurship Act was finally passed last September 28th. Non-EU/ EEA citizens may now apply for an investor’s visa in Spain.
Which are the general conditions to be eligible for the visa?
The law has considered three conditions which can render an investor eligible for the visa (meeting one of them is enough to qualify the applicant):
1.- Buy real estate with a mini- mum value of € 500,000 (the first € 500,000 must be free of liens)
2.- Invest € 2 million in Spanish bonds; € 1 million in shares of Spanish companies; or deposit € 1 million in a bank account;
3.- Undertake a business project of general interest to be executed in Spain.
The only limitation is that each applicant must invest at least € 500,000 and the property must be free of liens and encumbrances. All types of property are eligible and may be used or leased freely.
Applicants that want to keep their residence after the initial term must travel at least once to Spain. This is one of the conditions in order to apply for a residence permit.
The investor’s visa is valid, initially, for one year. The investor can apply thereafter for a residence permit which is valid for 2 years and renewable for 2-year periods.
In order to renew the permit, the applicant must fulfill the initial conditions when the visa was issued: ie, maintain an investment of € 1 or € 2 million; be the owner of real estate valued at € 500,000; maintain the investment project free of debts before the Internal Revenue Service and Social Security and obtain a favourable report form the Directorate General of Trade and Investment.
As a general rule, after a ten-year residence period residents can apply for Spanish citizenship. Citizens from Latin-American countries, Andorra, Equatorial Guinea, Philippines, Portugal and of Sephardi origin just need a two-year residence period.
Not yet, but there is a draft law in the works that will render a minimum knowledge of Spanish compulsory.
EEE countries plus Andorra just need their ID cards.
The following countries just need a passport1 valid for 3 months after the end of the traveller’s stay (maximum stay is 90 days)1:
• Albania, Antigua and Barbuda, Algeria, Argentina, Australia, Azerbaijan
• Bahamas, Barbados, Bermudas, Bolivia, Bosnia-Herzegovina, Brazil, Brunei
• Canada, Chile, Colombia, Costa Rica, Croatia
• Egypt, El Salvador, Ecuador
• Georgia, Guatemala
• Honduras, Hong Kong
• Kazakhstan, Kuwait
• Macao, Macedonia, Malaysia, Mauritania, Mauritius, Mexico, Moldova, Monaco, Montenegro, Morocco
• New Zealand, Nicaragua,
• Panama, Paraguay, Peru, Philippines
• Saint Christopher and Nevis, Senegal, Serbia, Seychelles, Singapore, South Africa, South Korea
• Taiwan, Thailand, Tunisia, Turkey
• Ukraine, United Arab Emirates, United States Uruguay
• Vatican, Venezuela, Vietnam
1 A biometric passport may be required for some countries.
The following family members are eligible for reunification: spouse or de facto partner; children under legal age (18); sponsor’s parents (if they are over 65 years old) and spouse’s parents (if they depend economically on the sponsor): minors and disabled under the sponsor’s custody.
As regards the reunification of the spouse’s parents, evidence must be produced to prove that the parents do not have the financial resources to support themselves.
The basic requirements for setting up a company in Spain are its incorporation before a Notary Public and its filing with the “Registro Mercantil” (“Mercantile Register”).
Nonetheless, in order to meet these requirements, the following steps must be carried out:
a) In case of doing it by means of a representative, granting of representative powers by the founder/s to the person who will be responsible for incorporating the company.
b) Application for a Tax Identification Number (“NIF”) in the case of a legal entity, or a NIE (Foreigners Identity Number) in case of a natural person, of the partners and foreign directors of the company that is to be incorporated.
c) Application for a certificate to prove that no other company is operating under the same name.
d) Opening of a bank account for transactions and to obtain a bank certificate.
e) Incorporation of the company before a Notary Public by means of a deed of incorporation.
f) Application for provisional Tax Identification Number for the company.
g) Settlement of the “Impuesto sobre Transmisiones Patrimoniales” –“Capital Transfer Tax”.
h) Filing with the “Registro Mercantil” (“Mercantile Register”).
i) Obtaining the final Tax Identification Number of the Company.
j) Legalization of Official Trade Books.
k) Tax procedures.
l) Employment procedures.
The most common types of companies are:
“Sociedad Limitada” –“Limited Company”-;
“Sociedad Anónima” –“Public Company”-;
“Sociedad Anónima europea” –“European Public Company”-;
“Sociedad Civil” –“Civil Company”-;
“Sociedad Colectiva” –“Collective Company”-;
“Sociedad Comanditaria” –“Limited Partnership”-;
“Sociedad Comanditaria por Acciones” –“Limited Partnership by shares”-;
Nonetheless, in practice, most companies in Spain are either “sociedades anónimas” –“public companies (S.A.)”- or “sociedades limitadas” –“limited companies (S.L.)”-, since both limit the liability of the shareholders to the amount that they have invested.
Thus, according to statistics from the “Registro Mercantil Central” -“Central Mercantile Register”-, approximately 98% of Spanish companies are “sociedades limitadas” –“limited companies (S.L.)”- and the remaining 2% are “sociedades anónimas” –“public companies (S.A.)”.
The presence of other types of company is negligible.
For more information and for a comparison between public companies and limited companies, see the following worksheet.
The following documents are necessary when incorporating a company in Spain:
1. Power of attorney.
The founders should grant a sufficient power of attorney to the person responsible for incorporating a new company in their name in Spain.
2. NIE or NIF of the foreign partners and directors.
If the founders wish to appoint a non-resident person as their representative, then this person may give a power of attorney to someone who can apply for the NIE or NIF (depending on whether the new director is a natural person or a legal entity) on their behalf.
3. Certificate of availability of the company name for registration.
The chosen name of the new company must be requested to the “Registro Mercantil Central” –“Central Mercantile Register”- which will, in turn, confirm the reservation of the same and check to ensure that it is available and may be used by the new company.
The certificate of availability of the company name can be requested by the Notary Public through the use of Web-based technology.
In principle, this certification is valid for 3 months and should be renewed if the new company is not incorporated within that period. Nonetheless, no one else may reserve the same name within the following 3 months so, in practice, the reservation remains valid for 6 months.
4. Bank certificate proving that the relevant payment has been made.
When the new company is incorporated, the relevant sum is usually paid in cash or transferred to a Spanish bank account in the name of the new company with the words “sociedad en formación” –“-in process of incorporation-” added at the end. For the opening of this account, the bank will require a document that proves that all the steps to create a company are being taken, normally a copy of a certificate stating that the name that the new company intends to use is not being used by any other company.
The deed of incorporation shall include the receipt of the bank certificate.
5. Documents required by the Spanish Notary Public.
In addition to the documents mentioned in the preceding paragraphs, the following will also be necessary:
By-laws of the new company including, at least, the minimum requirements stipulated by Spanish law.
Original identification documents and powers of attorney of the founders that incorporate the company.
Foreign investment declaration duly filed (Form D-1A). This document is compulsory although its purpose is only informative, and it must be delivered to the “Secretaría de Estado de Comercio” –“Secretary of State for Trade”- within the first month of the new company’s existence. The Notary Public may take charge of this task, if so wished.
6. Deed of actual ownership.
Notaries Public shall identify the natural persons (name, surnames, nationality and identification number) that own or control, directly or indirectly, a stake over 25% of the share capital or of the voting rights of a Spanish company or the natural persons that by other means have control, either directly or indirectly, of the management of the aforementioned company. The companies that quote in a regulated market of the European Union or other assimilated countries are exempt of this.
7. NIF (Provisional Tax Identification Number) before the Spanish Tax Agency (“Agencia Tributaria”). Notaries Public may request the provisional NIF by electronic means on behalf of the company.
8. Settlement of the Tax on Capital Transfer and Stamp Duty at the relevant payment offices according to the address of the company.
9. Documents needed in the “Registro Mercantil” –“Companies Register”-.
The public deed of incorporation of the company must be submitted. It can be submitted by the Notary Public by electronic means.
10. Obtaining of the final NIF before the Tax Agency.
11. Official accounting books authenticated before the Companies Register.
12. Fiscal registration of commencement of activity before the Tax Agency, if appropriate.
13. Registration of the company with the Social Security, if appropriate.
The cost of incorporating a company depends, amongst other things, on the share capital of the new company.
The average cost of incorporating a “sociedad limitada” –“limited company (S. L.)” in Spain is 550 Euros (taking into account a capital of 3,000 Euros) plus the contribution of the aforementioned capital, while the cost of incorporating a “sociedad anónima” –“public company (S. A.)”- is 750 Euros (taking into account a capital of 60,000 Euros) plus the contribution of the aforementioned capital.
This table has been calculated using minimum payments and the costs are approximate. When the share capital of the “sociedad limitada” –“limited company (S. L.)”- is not higher than 3,100 Euros and some requirements are met, the fixed amount of 60 and 40 Euros respectively will be applied as Notary’s fees and Registry’s fees, respectively.
Bear in mind that share capital is not a cost but a payment that remains available to the company for the pursuit of its business.
A branch is a permanent establishment with no legal identity on its own. It is completely dependent upon and subordinate to its ‘parent’ company and may undertake any activity that features among the stated objectives of its head office.
Branches, unlike parent companies, do not have share capital, so they do not require a minimum contribution in terms of capital.
Notary, administrative and registry average fees amount to approximately 600 Euros. The optional financial investment wished to be made should be added to this 600 Euros.
This table has been calculated using minimum payments and the costs are approximate.
Bear in mind that the financial investment is not a cost but a payment that remains available to the company for the pursuit of its business.
A representative office has no legal identity on its own and depends upon its parent company. Representative offices do not have formal management bodies, so the official representative must act on behalf of the representative office in accordance with the power of attorney granted to him/her.
Representative offices have limited areas of activity. They may never become involved in financial transactions. As a rule, they limit their activities to co-ordination, co-operation or promotion of the parent company business.
Representative offices are not required to set aside share capital. Start-up costs amount to around 450 Euros.
This table has been calculated using minimum payments and the costs are approximate.
Incorporating a company or a branch in Spain takes approximately between one week and a month, which could take longer given the process to obtain a Tax Identification Number and a Foreigner’s Identity Number, granting powers of attorney, gathering other needed documentation and internal decisions of the founders.
Incorporating a representative office in Spain takes approximately one day, which could take longer given the process to obtain a Tax Identification Number and a Foreigner’s Identity Number, granting powers of attorney, gathering other needed documentation and internal decisions of the founders.
As a general rule, setting up a business requires the creation of a “sociedad anónima” –“public company (S.A.)”- or a “sociedad limitada” –“limited company (S.L.)”– choosing which type of company depends, among other factors, on the strategy for each business and the activities to be carried out in each specific case.
A branch could be more convenient given the fewer legal obligations. A representative office will only be used in the event that the activities carried out are merely those of coordination, collaboration or promotion of the head office’s activity.
A branch office is not a separate legal entity. It is dependent on the head office and does not require a minimum allocation. This option may be of interest if the head office wishes to have greater control over the branch’s activity.
Keep in mind that the parent company will be held accountable with its own capital for the activities of its branch.
A subsidiary, because it is an independent legal entity, generally has greater flexibility of action and shares the risk with its head office.
The representative office will only be useful when no economic activity is to take place in Spain and only if it is engaged in coordination, collaboration or promotion of the parent company’s office.
In general terms, a “sociedad limitada” –“limited company (S.L.)”- is used because:
1- It requires contributing less capital.
2- It requires less administrative formalities to operate.
3- It offers more flexibility for resolutions adopted by the partners.
A “sociedad anónima” –“public company (S.A.)”- is used in the following circumstances:
1- If an activity reserved by the Company Act will be carried out (banking companies, pharmaceutical companies, pension funds management companies, insurance companies, among others).
2- If significant movement of capital is expected.
3- If, as a shareholder, who will not take part in the management of the company, the intention is to be especially formal in the performance of the company’s acts, which may have greater impact on the investment (for instance: merger, transformation, dissolution, convening an annual general meeting, capital reduction, non-monetary contributions, etc.)
In either case, before making a decision, consulting a legal advisor is recommended.
The applicable regulations require in certain cases that foreign natural or legal persons in Spain obtain a Foreigner Identification Number. In the case of natural persons, “NIE”, and, in the case of legal entities, a Tax Identification Number, “NIF”.
Foreigners who, due to their financial, professional and social interests, have any interests in Spain, will be given, for identification purposes, a sequential number that is personal, unique and exclusive.
This number will be the identification number and must appear on all the documents that are issued or processed to such person.
Foreign natural persons or legal entities in Spain must have a Spanish NIE or NIF, among others, in the following cases of mercantile practice: when they are partners or directors of Spanish companies, to grant deeds of sale of real property and deeds related to rights over properties, to carry out any sort of financial transaction within Spain (for example, opening a bank account) or completing any government form from the Spanish “Oficina de Extranjeros” (“Provincial Immigration Office”) or “Agencia Tributaria” (“Tax Agency”).
A NIE may be previously applied for in the consulate of the country of origin, or after arrival in Spain, at the relevant Provincial Immigration Office (“Oficina de Extranjería”).
However, it is advisable to begin application proceedings before initiating any formalities in connection with incorporating a company, to avoid delays in the process.
The filing of the NIE application shall be made in person or by a legal representative. Representatives must have a power of attorney authorizing them to act on behalf of the foreigner to obtain his NIE.
A NIF must be requested as a requirement prior to incorporating a company in Spain or before making any delivery, providing or acquiring goods or services, collecting sums or making payments, or for the performance of any corporate or professional activity.
What documents are necessary when applying for a NIE?
For requesting a NIE you need:
1. A completed version of Form 790 for payment of the corresponding fee.
2. A standard form (Form EX15).
3. Complete passport or travel identification or, when necessary, a valid identity card.
4. Statement of the reasons for the application.
5. Applications submitted by the representative appointed by the person concerned are accepted, if the following documents are attached:
– A completed version of Form 790 for payment of the corresponding fee.
– Standard application form (Form EX15).
– Updated copy of all the pages of the passport, certified by a Notary Public, legalized or apostilled when necessary.
– Certification regarding the validity of the powers granted to the appointed representative.
– Statement of the reasons for the application.
When requesting a NIF, the following documents are necessary:
– Standard application form (Form 036).
– A photocopy of the identity card of the applicant, passport and NIE.
– Document certifying the existence of the foreign legal entity or “certificate of good standing” apostilled or authenticated and with a sworn translation into Spanish. This document may be the deed of incorporation in its country and the company by-laws filed with an official registry in its country or a certificate issued by a Notary Public or tax authorities certifying the company’s existence.
– Applications filed in Spain by the representative appointed by the company are allowed, provided these enclose representation documents, in other words, a power of attorney granted by the authorized representative of the non-resident company, duly formalized before a Notary Public and apostilled or authenticated and its sworn translation, if appropriate, which empowers a person to obtain a NIF.
Where can I apply for a NIE or a NIF?
In Spain: at the Government Delegations and Sub-delegations via their services and the Provincial Immigration Office (“Oficina de Extranjería”) corresponding to the place in which the procedure began (i.e. where the services are provided, where the company is resident or domiciled…).
Abroad: at the diplomatic mission or consular section of Spain located in the foreigner’s country of residence, where the reasons for the application must be communicated.
At the Spanish Tax Agency (“Agencia Tributaria”) in Spain.
A power of attorney may only be granted by someone with legal authority: either the grantor himself, in case of a natural person, or a legal representative or director with sufficient powers, if the grantor is a legal entity.
a) In case of a Spanish legal entity, the power of attorney is granted in Spain. The person granting the power of attorney must appear before a Notary Public. Neither the presence nor the acquiescence of the attorney is necessary.
b) In case of a foreign legal entity, the power of attorney is granted in the country of origin. The person granting the power of attorney must appear before a Notary Public of the country where it is granted.
The power of attorney must then be legalized via the Hague Apostille of 1961 if the country where it is being granted is a country member of the 1961 Hague Apostille.
If the country where the power is being granted is not a member, all the steps of document legalization applicable to each case must be followed.
If the power is not granted in Spanish, then it must be translated by a sworn translator.
In both cases, the grantor should present the document which proves her/his capacity and standing to grant the power.
The only document that is required in order to grant a power of attorney is proof that the grantor is an authorized representative; specifically:
If the grantor is a natural person, a document that proves his/her identity.
If the grantor is the representative of a company, the public document which proves his authority.
If the grantor is the Secretary of a company, the public document which proves his office.
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