Ways to incorporate companies in Spain
With the passing of the 14/2013 Act to support entrepreneurs express companies disappear, and new ways to incorporate companies by electronic means replace them. The new corporate formation depends on whether standard bylaws are used. Nevertheless, it is still possible to incorporate companies through physical or electronic filing with the Registry.
The 14/2013 Act of September 27, 2013 to support entrepreneurs and internationalisation (the Act) became effective on September 29, 2013. The Act has made significant changes to ways to incorporate companies, which represent material changes compared to the ones that currently exist.
Among other measures, the Act has eradicated express companies: the 13/2010 Royal Decree used to regulate them, but the Spanish Government has repealed this Decree.
The Official Bulletin of the Commercial Registry (BORME) is an official data source open to all users with relevant information about any commercial company. The tax exemption of BORME is repealed regarding the incorporation of express companies. Therefore, beginning September 29, 2013, the incorporation of limited liability companies, whatever may be their capital, are subject to payment of BORME.
New ways to incorporate companies
We may consider two new ways to incorporate companies through electronic means — depending on whether standard bylaws are used. Companies can still be incorporated on paper through physical or electronic filing with the Registry. In summary, these are the following ways to incorporate companies nowadays:
- Incorporation by paper, physically registered: ordinary rules regarding the qualification, inscription, and the dispatch deadline apply.
- Incorporation by paper with electronic filing from the notary. Ordinary rules also apply. These are the two ways that must be followed to incorporate public limited companies and limited partnership companies. They can also be used to incorporate limited liability companies.
- Electronic incorporation of limited liability companies with standard bylaws with a notary acting as the Entrepreneur Service Desk (PAE) and managing it through the Information Centre and Business Creation Network (CIRCE). There are no additional requirements except that the bylaws be standardized. Therefore, anyone can be the founder and owner of the capital regarding number and quantity and be either a natural or legal person. Likewise, the Board of Directors can also include any of the ones regulated under the Spanish Companies Act.
- Electronic incorporation of limited liability companies with standard bylaws directly through the CIRCE with a notary appointment in the electronic appointment book. As in the above case, in this case a notary will receive the incorporation notice through the CIRCE.
- Incorporation of limited liability companies without standard bylaws with a notary acting as PAE and managed through the CIRCE. The notary term is the same as the one for standard bylaws. The applicant can either ask for the name through the PAE or provide it directly himself or herself.
- Initial communication to the Registry within six hours indicating the name, address, purpose, capital and the administrative body.
- Final communication in the regular term.
- Incorporation of limited liability companies without standard bylaws, directly through the CIRCE, using the electronic appointment book. Like in the previous case, the applicant must apply for the appointment with the notary through the CIRCE.
- Finally, as a residual way, the incorporation of the New Business Limited Company (SLNE) occurs through the CIRCE.
This article is not considered as legal advice