Formation de Sociétés en Espagne

Company structure in Spain

Legal basis  - Civil right

Legal framework  - Commercial code, company law and regulations of the commercial register

Company form  - Sociedad Limitada (SL)

Responsibility  - the shareholders of the SL are not personally liable for social debts. In Spain, SL's liability is limited to the share capital contributed.

Capital social - The minimum share capital to be contributed when creating an SL in Spain is 3000 €. This sum must be paid in full when the company is incorporated.

Shareholders - only one founder is necessary to constitute an SL. There is no maximum limit.

Administrators - Only one administrator is required for your company, there is no restriction on residence or nationality. Corporate directors are not permitted. The director can also be a shareholder of the company.

Secretary  - There is no obligation to appoint a secretary.

Registered address  - A Company in Spain must have a registered office in Spain.

General assembly  - The annual general assembly is what the legislator calls the ordinary assembly, considered as the assembly to be held within six months of each financial year.

Electronic signature  - authorized.

Re-domiciliation  - Incoming / outgoing redomiciliation is not authorized for Companies in Spain.

Conformity  - Companies must file an annual corporate income tax return with Agencia Tributaria.

Other periodic declarations such as VAT, payroll and withholding tax may be mandatory. Companies with an annual turnover of more than 6 million euros must submit their VAT returns monthly. All other businesses must file quarterly returns

Companies must submit financial statements and management reports each year, which must be reviewed by an auditor qualified to practice in Spain, unless the company can publish an abridged balance sheet. Books do not need to be kept locally.

Companies may be exempted from the annual audit if their total assets are less than € 2.85 million or if their annual turnover is less than € 5.7 million; or less than 50 people are employed for two consecutive years.

NIE - The NIE has been compulsory since 2011 for all foreigners who want to sell or buy real estate in Spain or create a Company in Spain.

The NIE for non-residents for tax purposes should not be confused with a standard NIE which acts as a residence permit. When a foreign citizen wishes to carry out a mercantile transaction in Spain, such as the purchase of a vehicle, the incorporation of a company, the opening of a bank account, etc., if he does not have a residence permit, he must apply to the Spanish Consulate for the non-resident NIE which will serve as his tax reference.

 

Key figures of companies in Spain

Official nameKingdom of Spain
Proper nounReino de España (es)
ContinentEurope
SubcontinentEuropean Union
Population47,329,981 inhabitants (2020)
Population growth0.84 % / year
Area505,992 km²
Density93.54 inhabitants / km²
GDP1,426.189 billion $USD (2018)
GDP / capita30,524 $USD (2018)
GDP growth2.60 % / year (2018)
Life expectancy83.40 years (2018)
Birth-rate9.02 ‰ (2015)
Fertility rate1.33 children / woman (2015)
Mortality rate9.06 ‰ (2015)
Child mortality rate2.67 ‰ (2015)
Literacy rate99,76 % (2015)
Official languagesSpanish
ChangeEuro (€ EUR)
HDI0,893 / 1 (2018)
IPE78,39 (2018)
Nature of StateConstitutional monarchy
Head of stateKing Felipe VI
National HolidayOctober 12 (discovery of the Americas by a European)
Codes ISOES, ESP
NiceSpanish, Spanish
Tourists82,600,000 people (2018)

 

Formation de Sociétés en Espagne

Population growth again

TheSpain is a country in southern and western Europe. It occupies most of the Iberian Peninsula, which it shares with Portugal. It also shares a mountainous border (Pyrenees) to the north with France, and Andorra, a small landlocked country between the two. On the Mediterranean coast, it has two landlocked territories in Morocco, Ceuta and Melilla. It is bordered by the Mediterranean to the east, and the Atlantic to the north and west. In the south, it is Africa which faces Gibraltar, British territory claimed by Spain and the southern coast of Andalusia, by the Strait of Gibraltar, separating Europe from Africa by only 14 kilometers. Spain also has the Balearic Archipelago, east of its Mediterranean coasts, as well as the Canary Islands, off the coast of Morocco in the Atlantic.

 

Spain is one of the most touristic countries in the world. It attracted around 81.8 million tourists in 2017 (75.3 million in 2016), a windfall for its economy.
After several decades of significant demographic growth, thanks in particular to the entry in 1986 into the European Union and the strong economic growth that followed, the country suffered in 2012 its first population decline since 1971. In 2013 and 2014, the downward movement continued, increasing. In 2015 and 2016, the population stabilized, and its growth started to rise again since 2017 (+0.27 %).

 

Formation de Sociétés en Espagne

 

Many migrants have returned to their country, Morocco and Romania in particular, and many young Spaniards have sought work abroad, being unable to find any in Spain.

 

Formation de Sociétés en Espagne

 

The economic crisis that has lasted for years has in fact put half of the young people out of work. In 2015, after difficult austerity efforts for the most fragile populations, economic growth nevertheless returned to +3.2 %, and 600,000 jobs were created.
Finally, the aging of the population is accelerating. Young people, deprived of a future for decades, are having fewer and fewer children.

 

Corporate Taxation in Spain

Corporate tax rate (IS)

Global CIT rate (%)25

Corporate tax (IS) due dates

CIT return deadlineWithin 25 calendar days after six months after the end of the tax year.
CIT final payment due dateWithin 25 calendar days after six months after the end of the tax year.
Estimated due dates for CIT paymentsThree advance payments of the annual tax payment must be made during the first 20 calendar days of April, October and December.

Personal income tax rate (PPI)

Global PIT rate (%)Residents: 45 (*);

Non-residents: 24 (**)

(*) This is the maximum progressive scale of the withholding tax rate (the final tax will vary depending on the autonomous region where the taxpayer resides; in some of them, the overall personal income tax rate reaches 48% ).

(**) 19% for residents of other EU Member States or EEA countries with which there is an effective exchange of tax information.

Personal income tax (PIT) due dates

PIT return due dateJune 30th
IRP final payment due dateJune 30th
Estimated PIT Payment Due DatesWith few exceptions, commercial PPI payers are subject to four estimated payments. In particular, these estimated payments will be due no later than April 20, June 20, October 20 and January 30.

Value added tax (VAT) rate

Standard VAT rate (%)21

Withholding tax rate (WHT)

WHT rate (%) (Div / Int / Roy)Resident: 19/19 / (19 or 24) *;

Non-resident: 19/19 / (19 or 24) *

* See Spain Company Summary for more information.

Capital gains tax rate (CGT)

Corporate capital gains tax rate (%)Capital gains are subject to the normal corporate tax rate.
Tax rate for individual capital gains (%)Residents: 23;

Non-residents: capital gains generated following a transfer of assets are taxed at 19%.

Wealth / Equity Tax Rate

Global wealth / equity tax rate (%)2.5% according to the state tax scale, which is applicable if the Autonomous Community has not approved its own scale.

Rate of inheritance and gift tax

Rate of inheritance tax (%)34% according to the state tax scale, which is applicable if the Autonomous Community has not approved its own scale.
Gift tax rate (%)34% according to the state tax scale, which is applicable if the Autonomous Community has not approved its own scale.

 

NA means Not Applicable (that is, the territory does not have the stated tax or requirement) NP means Not Provided (that is, the information is not currently provided in this graph )