Is it possible to be the managing partner of a company in Spain as a non-resident foreigner?

A subject that usually generates many doubts is the question of how a foreign person can be a managing partner of a company in Spain. The Spanish Capital Companies Law states that both individuals and legal entities can be administrators of a capital company without the need of any requirement related to nationality. If you want to know how to become a director of a company, stay until the end, join us! 

What does the Capital Companies Law consist of?

The Capital Companies Law consists of a set of rules that regulate the capital existing in the Spanish legal system. It was approved by Royal Legislative Decree 1/2010 of July 2, 2010.

This law allows the incorporation of companies, both with Spanish and foreign partners, in a fast, effective and direct manner. 

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What do you need to become the managing partner of a partnership and fulfill your role?

In order to enter the country as a managing partner of a company, you must comply with the only obligation established by the General Directorate of Registries and Notaries (DGRN): to have a Foreigner Identification Number (NIE) in order to obtain the position.

This is due to the fact that the administrator of a company is the subsidiary responsible for the tax obligations of the company, according to the General Tax Law. As well as for the unlawful acts of the administrative body, as established in the Capital Companies Law.

In addition, Royal Decree 1065/2007 establishes that foreign individuals will have a tax identification number for their tax responsibilities. Thus, it is necessary for any foreign person who is going to occupy an administrative position to have his or her respective NIE.

Is it possible to incorporate a partnership with a non-resident foreign partner?

As previously mentioned, in order to incorporate any type of company, the foreign partner only requires his NIE. This means that the nationality does not mean any impediment to incorporate a limited liability company. If you do not have the NIE, you can apply for it at any police station of the National Police. 

In case you are in any other part of the world, you only have to go to the Spanish consulate to apply for your NIE. The most important thing is to complete this procedure as soon as possible.

In case you are not aware of it, the NIE is a document issued by the General Directorate of the Police and it is required for all foreigners who have any kind of economic interest in Spain.

After the NIE process is completed, the foreign partner must make its capital investment. Demonstrating in the transfer of the account the purpose of such transaction.

Is it possible to incorporate a partnership with a foreign founding partner?

Another relevant point is the incorporation of a company by a foreign founding partner. Since Spanish law considers this as a foreign investment in Spain, it is very necessary to declare the investment for information purposes to the Spanish Registry of Foreign Investments at the time of incorporation of the new company.

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What is required to be appointed director of a company as a legal entity?

Article 212 of the Capital Companies Law states that when a legal entity is appointed as administrator of a company, it must appoint a natural person to perform the functions inherent to the position on a permanent basis.

This person may not be revoked until the appointment of a new representative, an act that must be recorded in the Commercial Registry.

Does a foreign administrator have to register as a self-employed person?

In most cases, foreigners must register with the Special Regime for Self-Employed Workers of the Social Security. 

However, if the administrator of the company does not reside in the country, he/she does not need to join the social security system. 

In addition, if the foreigner who complies with any of these cases does not register in RETA, the company, nor the other partners, will suffer from the possible sanctions that the managing partner of the company may receive.

What happens if the administrator of a company is another company?

There is no legal problem for a company to be appointed as administrator of another company. However, the company will not be able to materially develop the administration tasks that any administrator would do. 

In addition, the Capital Companies Law determines that a natural person must be assigned to execute the position of director of the company.

Do you want to incorporate a company in Spain?

At TAS Consulting we are fully qualified to provide you with all the advice you need to incorporate your company in Spain and become the Managing Partner of a company you wish to be.

Also, we help you to execute all the necessary legal procedures. Not to mention that we are specialists in drafting documents and more. So you can achieve your goal without any complications.

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If you want to know how you can become a Managing Partner of a company in Spain, just contact us through our email tasconsultoria@tas-sl.es and schedule your free appointment. Remember that we have an excellent team to provide you with the support you need. So do not wait any longer and contact us and start this year in the best way.