LLP is an alternative corporate business form that gives the benefits of limited liability of a company and the flexibility of a partnership. The LLP can continue its existence irrespective of changes in partners. It is capable of entering into contracts and holding property in its own name. The LLP is a separate legal entity, is liable to the full extent of its assets but liability of the partners is limited to their agreed contribution in the LLP. Further, no partner is liable on account of the independent or un-authorized actions of other partners, thus individual partners are shielded from joint liability created by another partner’s wrongful business decisions or misconduct. Mutual rights and duties of the partners within a LLP are governed by an agreement between the partners or between the partners and the LLP as the case may be. The LLP, however, is not relieved of the liability for its other obligations as a separate entity. Since LLP contains elements of both ‘a corporate structure’ as well as ‘a partnership firm structure’ LLP is called a hybrid between a company and a partnership.

Company Registration in Spain |

Overview of Company Registration in Spain

Spain may be reached via the Atlantic Ocean and is located in South Western Europe. With France, it has shared land borders. One of South Europe’s biggest nations is this one. The process for registering a corporation in Spain is quite simple, but it’s crucial to abide by local legal requirements.

Overview

For doing business, it is one of the biggest markets in the European Union. Investors would therefore choose the Spanish company registration process. The second-largest tourism market in the world is thought to be in Spain. As a result, there are several investment prospects in Spain.

The strategic location of Spain attracts investment from both Africa and Europe. The third most spoken language worldwide is Spanish. This offers up opportunities for new clients in South America as well. Spain is the fifth-largest tourism market in the world and the second-largest in all of Europe. It is among the top locations for conducting business for all the aforementioned causes.

Benefits of Spanish Company Registration

The advantages of registering a company in Spain are as follows:
Travel Industry- Spain is the fifth-largest tourism market in the world and the second-largest in all of Europe. Spain's tourist industries are prospering in Madrid and Barcelona. Barcelona is a popular tourist destination and hub since it features one of the biggest beaches in the world. There are several tourist attractions in Madrid, and one of them is a bullring.
Public Incentives- Spain offers numerous government incentives to foreign businesses. Companies that invest in various employee training programs might get a 75% refund on their social security contributions. The Spanish government offers financial assistance, which includes a type of interest subsidy on bank loans.
Benefits of Taxation for Trading Companies- If a trade company is incorporated in Spain, the first two years of its taxation are taxed at 15%. After the third year, the trading firm would be subject to regular taxation at a rate of 25%. Different types of Spanish Free Zones have been established. These free zones have specific benefits. such as a corporation tax reduction of some kind. Such corporations would also be eligible for reduced VAT and stamp duty.
Agreements to Avoid Double Taxation- Spain has many types of DTAAs with nations like the UK, India, and America. An investor wouldn't pay taxes twice as a result.

Business Structures Acceptable for Spanish Company Registration

The business formats for registering a corporation in Spain are as follows:
Branch office- Sucursal is another name for this kind of thing. A Spanish branch office is only an outgrowth of the foreign parent firm. The branch office in Spain must be established by resolution of the board of directors. Additionally, the branch office is regarded as a subordinate office toward the main building. Spanish branch offices would have to pay a certain amount in corporation taxes. In addition, they would have to pay quarterly VAT returns in accordance with the established authority.
Company Limited Liability Company- Sociedad Limitada is another name for this kind of company. Limited liability applies to this kind of entity. This would imply that the company's members are not subject to any kind of personal liability. The requirements of the company laws would be found in the articles of association and other applicable legislation (estatutos socials). The firm's annual accounts must be filed with the appropriate Spanish corporate registry.
Joint Stock Company- Sociedad Anónima is another name for this kind of organization. A public limited business, which lists shares on the open stock market, is comparable to a joint stock corporation in this regard. Such a corporation can list its shares on a stock exchange where they can be traded openly. The business would be required to pay corporate taxes. Dividends, however, would also be subject to a separate tax. The company is solely under the management and direction of directors and managers. The firm's annual accounts must be filed with the appropriate Spanish corporate registry.

Minimum Requirements for Spanish Company Registration

The following qualifying requirements must be met in order to register a corporation in Spain:
Lowest Capital- In Spain, a minimum capital of EUR 3,000 is needed to register a corporation. Thus, it is clear from the foregoing that setting up a business in Spain is rather inexpensive. There is no minimum capital required for opening a branch office in Spain. Only the Board of Directors' resolution would be needed to create a branch office in Spain. A general gathering would approve of this resolution.
Residency prerequisites- Any senior management personnel registering a firm in Spain are not subject to any residency requirements. Consequently, a foreigner may own the business.
Minimum of one shareholder- A minimum number of shareholders is not necessary for a branch office to operate. Both a public limited corporation and a private limited company must have one shareholder at a minimum.
Minimum of two directors- There is no required minimum number of directors for a branch office to function. The board of directors of a limited liability business must have at least three members. There can be a maximum of 12 directors appointed to a private limited corporation. The board of a public limited corporation must have a minimum of three members.

Spanish Company Registration Process

In Spain, the following process is taken into consideration for company registration:
Branch Office

The registered parent business must first decide to form a branch office in Spain before any branch offices can be opened there. The board needs to approve this resolution. When the board resolution is approved, the general meeting would then follow up on the resolution.
The opening of a branch office in Spain will be on the general meeting's agenda. Following this, the procedure for establishing the branch office in Spain would be carried out.
The application and supporting documentation must be submitted once the principal office has made its decision. These papers will undergo notarial attestation and commercial registry registration.
The Commercial Registry's Official Gazette would then publish the registration requirement.
Limited Liability Company
In Spain, opening a branch office is a different process than registering a limited liability business.
First and foremost, the applicant would need to for company registration in Spain submit an application to the name registration to have the firm name registered. The name registry would make sure that all the requirements for securing the corporate name are met. The company name must be original and unclaimed by any other type of corporation.
The applicant would then need to open a business bank account. This would be necessary in order to put the needed minimum capital into the bank account.
After the aforementioned process is completed, the company must prepare its bylaws and its incorporation document.
In the end, the registry would get the incorporation deed, bye laws, and other paperwork. The paperwork must be notarized and filed to complete the incorporation procedure, with the registrar.
Joint Stock Company
The applicant for company registration in Spain must first submit an application to the name registry for the registration of the company name. The name registry would make sure that all the requirements for securing the corporate name are met. The company name must be original and unclaimed by any other type of corporation.
The applicant would then need to open a business bank account. This would be necessary in order to put the needed minimum capital into the bank account.
After the aforementioned process is completed, the company must prepare its bylaws and its incorporation document.
In the end, the registry would get the incorporation deed, bye laws, and other paperwork. For the incorporation procedure to be complete, the paperwork needs to be notarized and submitted to the register.
The public may purchase securities from this corporation. An IPO is the formal name for this procedure.

Compliances needed for Spanish Company Registration

Several compliances must be followed when the company registration process is complete. The compliances that must be adhered to are as follows-

Shareholders' Meeting- Shareholder meetings must be held by Private Limited Companies and Joint Stock Companies within the first six months of the fiscal year. Voting on particular business-related issues will be place during this meeting. Voting and account approval would be done in this manner.
Board meetings- This meeting is required to be held at least once a quarter. In some instances, the board members would call the meeting. Board meetings are not a requirement for branch offices.
Taxes- Corporate tax and VAT would be due by branch offices. Joint stock businesses and private limited firms would both be required to pay their respective taxes. The corporation is also required to comply with other annual reporting obligations.
Other registration- Branch offices would need to register with the Commercial Registry and the relevant tax authorities. The branch office would be given a tax identification number (NIF) to file the necessary tax documentation. Private Limited Companies and Joint Stock Companies would also need to comply with comparable rules, however Additionally, they would need to obtain the appropriate business permits. Branch offices are required to file yearly reports with the commercial register. These yearly accounts must be kept apart from the foreign entity.

Documents Needed

The following papers must be submitted in order to register a business in Spain-

Incorporation Deed

Company’s bye laws

Articles of Association and Memorandum of Association of the Company

Information about the company's shareholders and directors

Company's organizational structure.

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FAQs

Concept of LLP

LLP is an alternative corporate business form that gives the benefits of limited liability of a company and the flexibility of a partnership.
The LLP can continue its existence irrespective of changes in partners. It is capable of entering into contracts and holding property in its own name.
The LLP is a separate legal entity, is liable to the full extent of its assets but liability of the partners is limited to their agreed contribution in the LLP.
Further, no partner is liable on account of the independent or un-authorized actions of other partners, thus individual partners are shielded from joint liability created by another partner’s wrongful business decisions or misconduct.
Mutual rights and duties of the partners within a LLP are governed by an agreement between the partners or between the partners and the LLP as the case may be. The LLP, however, is not relieved of the liability for its other obligations as a separate entity.

Since LLP contains elements of both ‘a corporate structure’ as well as ‘a partnership firm structure’ LLP is called a hybrid between a company and a partnership.

Structure of LLP

LLP shall be a body corporate and a legal entity separate from its partners. It will have perpetual succession.

Advantages of LLP

LLP form is a form of business model which:

(i) is organized and operates on the basis of an agreement.

(ii) provides flexibility without imposing detailed legal and procedural requirements

(iii) enables professional/technical expertise and initiative to combine with financial risk-taking capacity in an innovative and efficient manner

Other Countries where this form is available

The LLP structure is available in countries like United Kingdom, United States of America, various Gulf countries, Australia and Singapore. On the advice of experts who have studied LLP legislations in various countries, the LLP Act is broadly based on UK LLP Act 2000 and Singapore LLP Act 2005. Both these Acts allow creation of LLPs in a body corporate form i.e. as a separate legal entity, separate from its partners/members.

Difference between LLP & ‘Traditional Partnership’

Under “traditional partnership firm”, every partner is liable, jointly with all the other partners and also severally for all acts of the firm done while he is a partner.
Under LLP structure, liability of the partner is limited to his agreed contribution. Further, no partner is liable on account of the independent or un-authorized acts of other partners, thus allowing individual partners to be shielded from joint liability created by another partner’s wrongful acts or misconduct

Difference between LLP & Company

A basic difference between an LLP and a joint stock company lies in that the internal governance structure of a company is regulated by statute (i.e. Companies Act, 1956) whereas for an LLP it would be by a contractual agreement between partners.
The management-ownership divide inherent in a company is not there in a limited liability partnership.
LLP will have more flexibility as compared to a company.
LLP will have lesser compliance requirements as compared to a company.

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Overview Benefits of Spanish Company Registration Business Structures Acceptable for Spanish Company Registration Minimum Requirements for Spanish Company Registration Spanish Company Registration Process Compliances needed for Spanish Company Registration Documents Needed What Estabizz can do for you?FAQs Blog

Overview of Company Registration in Spain

Overview

Benefits of Spanish Company Registration

Business Structures Acceptable for Spanish Company Registration

Minimum Requirements for Spanish Company Registration

Spanish Company Registration Process

Compliances needed for Spanish Company Registration

Documents Needed

The following papers must be submitted in order to register a business in Spain- Incorporation Deed Company’s bye laws Articles of Association and Memorandum of Association of the Company Information about the company's shareholders and directors Company's organizational structure.

What Estabizz can do for you?

Fill the form. Get a call back. Submit the required documents. Track the progress of your application. Get the expected results.

FAQs

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The following papers must be submitted in order to register a business in Spain-

Incorporation Deed

Company’s bye laws

Articles of Association and Memorandum of Association of the Company

Information about the company's shareholders and directors

Company's organizational structure.

Fill the form.

Get a call back.

Submit the required documents.

Track the progress of your application.

Get the expected results.