Procedures – ordinary incorporation process

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a. Company name clearance certificate: The interested party or a person authorised for this purpose must submit an application to the Central Registrar of Companies (RMC) directly at the office with a certification application form, by e-mail, sending a request or letter to the offices of the Central Registrar of Companies or electronically.

Once the application has been filed, the RMC will issue the so-called name reservation certificate (with a validity of six months, although for the granting of a public deed it is limited to three months) for the company that is going to be incorporated. If the certification expires, renewal may be requested with the same name by accompanying the application with the expired certification.

b. Provisional NIF application (as indicated in section 2.2. above).

c. Opening a bank account in Spain: The new company must have a bank account opened in its name in which the disbursement of the share capital will be carried out so that, once disbursed, the credit institution issues the attendant certificates of deposit.

d. Granting of certificate of disclosure of beneficial ownership: the notary public before whom the company is to be incorporated must record in a certificate the disclosure about the actual beneficial ownership of the new company, in compliance with article 4 of Law 10/2010 of 28 April on the prevention of money laundering and the financing of terrorism and Royal Decree 304/2014 of 5 May, which approves the Regulation of Law 10/2010 of 28 April on the prevention of money laundering and the financing of terrorism.

e. Granting of a public deed before a notary public, which will include:

• The identification of the founding member or members (if it is a legal entity, also of the natural person representative). The members may be represented in this act, although sufficient power of attorney must be provided for this purpose (and those powers of attorney granted abroad must be duly legalised, including a Hague apostille where applicable).
• Certificate of the beneficial owner (under the terms of section (d) above).
• The wish of the grantors to establish the type of company in question.
• The identification of the contributions that each member makes and the identification number of each share or stake attributed to them.
• The identifying data of the people who will carry out the administration of the company and their acceptance of the position.
• The National Activity Code (CNAE).
• Provisional NIF
• The corporate articles of incorporation, which will include at least: the corporate name, which will include the type of company at the end; description of the corporate purpose; registered office; the amount of share capital and the number of shares or stakes into which it is divided as well as the nominal value of each share or stake; the structure of the administrative body; form of taking decisions and adopting resolutions by its collegiate bodies; the term of the company, which may be indefinite; the starting date of operations and the closing date of each financial year.
• In the case of the S.A., if the total share capital has not been disbursed, the percentage disbursed and the maximum term established for its disbursement and, furthermore, the total amount, at least approximate, of the incorporation expenses, both those already paid and those merely planned until registration.
• Subsequent declaration of the foreign investment with the Registry of Foreign Investments of the Directorate-General of International Trade and Investments of the Ministry of Trade, Industry and Tourism. In the case of foreign investments from territories or countries regarded as tax havens, a prior declaration must be made.
• The following will be attached to the deed: the RMC certificate proving the non-existence of the company name chosen by another company; the bank certificate of the disbursement of the share capital; the description of the non-monetary contributions and the value attributed to them and, in the case of an S.A., the independent expert's report on the value of the non-monetary contributions; the acceptance letters of the position of the directors appointed.

f. Application for registration with the Registrar of Companies of Asturias of the registered office: with this in mind, the Registrar of Companies must be able to access the deed of incorporation which will be sent electronically by the notary public or, failing that, submitted by the interested party in person.

g. Classification and registration with the Registrar of Companies of Asturias: the Registrar of Companies will classify and, if it finds no defects, will register the new company within a period of 15 days as from the date of filing of the deed of incorporation, unless there is a just cause which entails a need to extend this period to 30 days.

h. Permanent NIF (as indicated in section 2.2. above).

i. Tax and labour issues: without prejudice to that which is indicated in the relevant sections of this document, the company must:

• Register for the Economic Activities Tax (submitting Form 036) before the start of the commercial activity, indicating the activity to be carried out and the reason for the tax exemption where applicable (in addition to natural persons in any case, legal entities will be exempt during the first two years of carrying out activities, legal entities whose net turnover is less than €1,000,000, associations and foundations of people with physical, mental and/or sensory disabilities, non-profit making for those activities of a pedagogical, healthcare and scientific nature.
• Register for Value-added Tax.
• Obtain the relevant opening or operating license or, where applicable, authorisation from the competent authority for the carrying out of the activity in question (issued by the City Council and/or the regional or state Administration). However, Law 12/2012 of 26 December on urgent measures for the liberalisation of trade and certain services, permanent establishments intended for retail commercial activities and the provision of certain services provided for in the law itself with a working display and sales area not exceeding 750 square metres will not, in general, need to obtain a prior opening and activity license, but rather they must submit an affidavit of liability or prior communication. However, when the planned commercial activity involves the creation of a large commercial area, there must be sectoral authorisation or an equivalent title granted by the autonomous Administration.