How to create a company in Barcelona: procedures and formalities

Are you thinking of creating your own company in Barcelona? Suppose you are an entrepreneur and have arrived in the city looking for new business opportunities. In that case, you should know that the procedures to create a company in Barcelona include a preparation process to comply with all the obligations of the new company’s regulation.

In this post, we explain the most common legal form, the process, the steps, and the formalities to be fulfilled to create a company in Barcelona. In addition, we will show you the administrative procedures to start with the activities of your new company.

 

Steps and procedures for the creation of a company

 

1.  Application for the certificate of denomination by the Central Mercantile Register

First, you need an accredited certificate from the Central Mercantile Registry indicating that the new company’s name is unique and no other company has the same name.

One of the company’s partners has to make this name reservation. This reservation is for six months, and no one else can use this name to create a company.

However, although the name reservation is valid for six months, the certificate issued as proof of this reservation expires three months after its issuance.

Up to 5 denomination options may be included. One of the denominations will be assigned according to the order of preference and availability.

The company’s name must include the type of company to which it belongs, for example, S.L., S.A., etc.

This procedure is indispensable for the granting of the public deed.

 

2.  Creation of a bank account for the deposit of capital stock

Con el certificado de denominación, se procede a abrir un cuenta bancaria con el nombre de la nueva empresa y realizar el ingreso del capital social.

La Ley de Sociedades de Capital establece que:

With the naming certificate, you can open a bank account in the new company’s name and deposit the capital stock.

The Capital Companies Law establishes that:

• The capital of the limited liability company (S.L.) shall be a minimum of 3,000 euros and shall be realized in that currency.
• The corporation’s capital must equal 60,000 euros in that currency if it is an “S.A.”
• The law may allow the incorporation of limited liability companies with a capital stock of less than the legal minimum under the terms provided for the capital stock of a corporation.

 

Until the minimum amount of capital stock is reached, the limited liability company will be subject to the successive formation regime following the following regulations:

• To allocate 20% of the profit for the year to the legal reserve, with no limit on the amount.
• After complying with legal or statutory obligations, dividends may only be distributed to shareholders if the net equity value is not less than 60% of the minimum legal capital or if, as a result of the distribution, it does not fall below such percentage.
• The annual sum of compensation granted to partners and directors for their functions in those periods should not exceed 20% of the net worth of the corresponding fiscal year, without prejudice to the remuneration they may receive as employees of the company or for the rendering of professional services agreed between the company, such partners and directors.

 

In the event of liquidation, whether voluntary or compulsory, if the company’s assets are insufficient to meet its obligations, both the partners and the directors of the company will be jointly and severally liable to contribute the minimum amount of capital stipulated by law.

The Capital Companies Law allows the contribution of capital stock not only in cash but also in assets, such as vehicles, machinery, computer equipment, and real estate. This option has certain particularities that must be considered depending on whether it is a Limited Company (S.L.) or a Corporation S.A..

 

3.  Signature of the public deed of incorporation of the company

This process involves the founding partners signing the Partnership’s Articles of Incorporation. The signatories of the deed include all the partners or their legal representatives or attorneys-in-fact with the necessary authorization. This action must be carried out in the presence of a notary and requires the presentation of the following documentation:

• Negative certification of the denomination issued by the Central Mercantile Registry.
• Bylaws.
• Proof of disbursement of capital stock in cash or through bank certification.

 

In the act of incorporation, the governance structure of the corporation is established, which may take various forms:

• Sole administrator.
• Joint administrators.
• Joint administrators or board of directors.

 

The choice between these options will depend on the number of partners and the nature of the activity the company will carry out.

If the company has only one partner, the declaration of sole proprietorship shall also be made.

 

4.  Presentation of the Property Transfer Tax (I.T.P.) form

In this case, the tax form must be submitted, even though it is not currently necessary to pay the transfer tax (I.T.P.).

In relation to the filing of the Corporate Transactions Tax return, as of December 3, 2010, the following transactions are exempt from such tax:

• Incorporation of companies.
• The increase in capital stock.
• The absorption of companies.
• The transfer to Spain of the headquarters or domicile of foreign companies.

 

5.  Obtaining a tax identification number

The new company must have a Tax Identification Number (N.I.F.). This is requested by a legal entity, public or private, and its purpose is to identify the company for tax purposes.

The legal representative or proxy of the company or entity may also request the N.I.F., proving his condition with the corresponding public deed or a member with the D.N.I. or N.I.E.

The N.I.F. can be requested in most of the notary’s offices. In the first instance, this will be provisional.

After complying with the Commercial Registry of the province, the definitive N.I.F. will be obtained.

 

6.  Registration of the company in the Commercial Registry of the province

 

When the above 5 steps have been completed, the company can proceed to the registration of the company in the Commercial Registry of the province. From this moment on, the company acquires total legal capacity.

The following documentation must be submitted to the Commercial Registry of the province:

• The public deed of incorporation of the company.
• Photocopy of the provisional Tax Identification Number (N.I.F.).
• Settlement of the transfer tax and documented legal acts.

 

Formalities to carry out the company’s activity

• Procedure at the Tax Agency: to register in the Census of Entrepreneurs and comply with the Tax on Economic Activities payment.
• Procedures at City Halls: depending on the specific circumstances, it may be necessary to apply for building permits, opening licenses, and register the Real Estate Tax.
• Procedure at the territorial Treasury of the Social Security: it is required to affiliate the working partners and/or administrators and register them in the Social Security Regime.
• Social Security formalities: in the case of hiring employees, it is necessary to register the company, affiliate, and register the workers in the general Social Security regime.
• Procedures at the Labor Departments of the Autonomous Communities: communicate the opening of the work center and coordinate with the Provincial Labor Inspectorate to obtain and legalize the Visitor’s Book and the required work calendar.