Business in Spain may be conducted by incorporated companies, partnerships, individuals and branches of foreign constituted enterprises.
The minimum capital is € 60,000.00 – divided into shares. It is possible to make a partial disbursal, of at least one quarter of the share capital, and the rest will be disbursed by the deadline set by the General Meeting.
Capital contributions may be monetary or non-monetary, in the latter case with the contribution of movable or immovable property. In the case of non-monetary contribution, a special report issued by an expert (appointed by the Registrar) is required.
The minimum capital amount is € 3,000.00.
Capital contributions can be either monetary or non-monetary. The latter does not require expert’s special report.
The corporate capital is not distributed in stock shares but in quotas (“participations”) which are always registered.
The law permits that companies (Corporation, Limited Liability Company and Limited Liability Company New
Company) could have a sole shareholder.
This fact should be declared to the Commercial Register in a period of six months, to avoid transfers of liabilities from the company to the sole shareholder or partner. This circumstance should be declared in all commercial and trading documents with the phrase “Sociedad unipersonal”.
A branch is not a legal entity, but a part of the foreign company to which it belongs.
The difference between a branch and a subsidiary is the personality and the corresponding responsibility. The liability of the shareholders of a subsidiary incorporated as an SA (or SL) for the debts of the subsidiary is limited to the amount of the capital contributions they make or intend to make. In the case of a branch, there is no limit to the responsibility of the parent company, since they are the same legal entity.
To set up a branch, a public deed must be prepared and filed with the Mercantile Registry. The legal and tax requirements for a branch are very similar to those required for a subsidiary.