A Public Limited Company (SA) is the preferred legal structure for medium to large companies in Spain seeking to raise capital from public or private investors. It requires a higher minimum share capital and offers greater flexibility in share transfer and corporate governance, including the possibility of listing shares on the stock exchange.
STEP-BY-STEP PROCESS
At Lawhill, we simplify the entire process of setting up a Public Limited Company for you. Here’s how we do it:
- Obtain a Foreigner Identification Number (NIE): All foreign shareholders and directors must obtain a NIE (Número de Identificación de Extranjero) — a tax ID required for any legal or financial activity in Spain.
- Name reservation: We assist in selecting and reserving a unique name for your company, ensuring compliance with Spanish naming regulations
- Open a bank account and deposit share capital
Open a bank account in the company’s name and deposit the minimum share capital of €60,000, with at least 25% paid upfront. - Preparation of documents: Our legal experts prepare all the necessary documents, including the Articles of Association, shareholder agreements, and registration forms.
- Sign before the notary: All shareholders (or their legal representatives via power of attorney) must sign the Deed of Incorporation before a Spanish notary.
- Obtain the Ccmpany Tax Identification Number (NIF): Once the deed is signed, a provisional NIF (company tax ID) is issued by the Spanish Tax Agency (AEAT), enabling initial business activity.
- Register the company with the commercial registry
Submit the incorporation deed and all required documentation to the Mercantile Registry (Registro Mercantil) where the company will be registered.
KEY REQUIREMENTS
In Spain, a Public Limited Company (SA) is required to appoint a board of directors or a sole administrator to manage the company. Directors or administrators can be residents or non-residents of Spain, providing flexibility in management structures.
Every SA must have a registered office in Spain. We can provide a registered address to meet this obligation.
WHY CHOOSE A PUBLIC LIMITED COMPANY (SA)?
A Public Limited Company (S.A.) offers numerous benefits for businesses aiming for growth, investment opportunities, and a strong corporate presence in Spain:
- Limited liability protection: Shareholders’ personal assets are protected; liability is limited to the amount invested in the company.
- Access to capital markets: Ability to raise funds by issuing shares and bonds, facilitating expansion and growth.
- Transferable shares: Shares can be freely transferred, enhancing liquidity and attracting investors.
- Corporate governance flexibility: Option to establish a board of directors or a sole administrator, allowing tailored management structures.
- Credibility and prestige: The “S.A.” designation adds credibility, appealing to investors, partners, and clients.
- International recognition: Widely recognized structure, facilitating international business operations and partnerships.
ADDITIONAL SERVICES
At Lawhill, we provide comprehensive accounting and payroll services tailored to meet the needs of your business. From bookkeeping to tax filings, we ensure your financial records are compliant with Spanish regulations. Our team handles payroll management, ensuring timely and accurate payment for your employees.
Navigating the banking system in a foreign country can be challenging. We assist you in opening local and international bank accounts, guiding you through compliance requirements and documentation. Whether for operational needs or capital deposits, we streamline the process to secure your accounts efficiently.
Establish a professional presence in Spain with our virtual office services. We provide a legal address required for company registration and offer correspondence management to ensure you never miss important communication. This service is ideal for businesses operating remotely or without a physical office in Spain.
Certain industries in Spain require specific licenses to operate legally. At Lawhill, we help you obtain necessary licenses such as transport, pharmaceutical and temporary employment licenses. Our experts ensure the application process is smooth, saving you time and effort while adhering to all legal requirements.
We offer a full range of legal services tailored to businesses, including contract drafting, regulatory compliance, dispute resolution, mergers, and acquisitions. Our experienced legal team ensures that your business is fully protected and operates within the framework of Spanish and EU laws.
F.A.Q
The formation process usually takes 2 to 4 weeks, including obtaining the name certificate, drafting bylaws, opening a bank account, depositing share capital, notarizing the deed of incorporation, registering with the Commercial Registry, and obtaining the tax identification number.
No, shares are not publicly traded by default but can be listed on a stock exchange if the company chooses to do so.
Yes, directors can be either residents or non-residents of Spain.