How to establish a branch in Spain?

Business start-up in Spain Leave a comment   Published on par Jonatan Carbonell

In Spain there are different ways to join the business world, and one of the most requested options to achieve it is usually the creation of a branch. Therefore, today we take the task of telling you step by step how to establish a branch in Spanish territory.

What is a branch office?

When we talk about a branch, we refer to a company, trade, or industry that depends on a parent company and can be located in the same country of origin or in a different one.

In this sense, according to Spanish regulations, a branch represents a secondary establishment that has certain management autonomy and through which it carries out all or part of the activities duly assigned by the company to which it reports.

 

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Difference between branch and subsidiary

At the moment of creating a branch in Spain there is a common doubt among the foreigners who wish to carry out the procedure, and this is usually to distinguish between branch and subsidiary.

Are you clear about the difference between both concepts? Below, we show you their distinctions from a legal and fiscal point of view.

 

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Steps to open a branch in Spain

1. Reserve the name of the branch

To start the process, you will need to reserve the name of your branch in Spain. It is important that the name is the same as the name of the parent company in your country.

In addition, you will have to make your application through the Central Mercantile Registry, where a certificate of reservation of name will be issued.

2. Obtain your Tax Identification Number

According to Spanish regulations, any legal entity with economic or fiscal interests must obtain a NIF in order to operate in Spain.

It is important that you present to the Tax Agency the form 036, a photocopy of your passport or DNI. In addition, you must have the powers of attorney of the legal representative of the branch in Spain, as well as the minutes of the shareholders’ meeting that specifies the intention of creation.

3. Act of manifestation of beneficial ownership

In order to comply with Law 10/2010, of April 28, 2010, it is necessary that the founding partners of the branch present before a notary a deed of manifestation of beneficial ownership. This, with the intention of preventing money laundering and identifying the responsible owners.

4. Formalize the branch before the Spanish notary.

At the moment of executing the public deed of opening of the branch before the Spanish notary, you will have to comply with certain documentation such as:

  • Certificate of the Central Mercantile Registry

  • Reserved denomination

  • NIF of the foreign company

  • Minutes of the Extraordinary Shareholders’ Meeting

  • Declaration of the beneficial owner

  • Power of attorney to the legal representative

  • Justification of payment and means of contribution

  • Bylaws of the foreign company

  • Personal data of the administrators

 

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5. Application for registration in the Commercial Register

The next step is to submit the articles of incorporation to the Commercial Registry. You will be able to carry out the process telematically or in person. The qualification and registration process usually takes between 15 to a maximum of 30 days from the date of filing.

6. Census formalities

Finally, in order to set up your branch in Spain, make sure that you comply with the Economic Activities Tax, the Value Added Tax and the payment of the fees corresponding to the processing of the opening license.

 

Now that you have seen how is the process to establish a branch in Spain, do you dare to invest in our country? In TAS Consulting we are ready to become your trusted partners and guide you in each of your procedures, so that your business complies with the fiscal and legal regulations required in the territory.

Published on par Jonatan Carbonell

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