How do I incorporate my company?

17 October, 2024
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Commercial
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Patricia Fernández


I am clear about my business project, but now how do I materialize it? This is the question that many entrepreneurs face when they decide to take the leap and launch their business.

Although the process can be overwhelming, especially for those who are facing it for the first time, the reality is that, with the right legal advice, incorporating a company is relatively simple.

What are the steps to follow?

1. ### Obtain the negative certificate of company name.

The first step in setting up a limited company will be to obtain the negative certificate of company name. This certificate, issued by the Central Commercial Registry, confirms that the company name chosen for your company is available and that is does not match that of any other registered company.

2. ### Deposit the share capital in a bank.

Once the negative certificate of company name has been obtained, you will need to go to a bank to open an account in the name of the company. The minimum share capital must be deposited in this account—which, in the case of a limited company, is one euro—and you must obtain the appropriate bank certificate confirming the deposit.

3. ### Identify partners and administrators.

All partners and administrators of the company must have a DNI – if they have Spanish nationality -, NIE – if they are a foreigner – or NIF – if they are a legal entity. In this regard, it will be necessary to carry out the appropriate procedures before the Public Administration to obtain the valid identity document.

4. ### Draft the bylaws.

One of the most relevant procedures in the incorporation phase is related to the drafting of the articles of associations which are the set of rules that will govern the company. The articles of associations must regulate, among other issues, the corporate purpose, the regime for the transfer of shares, the administration system, the decision-making criteria, etc.

5. ### Sign the deed of incorporation.

Once the above procedures have been completed, the partners must go to the notary’s office to sign the deed of incorporation of the company. At that time, all the documents managed must be delivered to the Notary: the negative certificate of company name, the bank certificate of deposit, the articles of association and the identity documents of the partners and administrators of the company.

6. ### Request the provisional NIF.

After signing the deed, the application for the company’s provisional NIF must be processed before the Tax Agency using form 036. This provisional NIF will serve to identify the company in the traffic until the definitive NIF is obtained.

7. ### Settle the property transfer tax (ITP)

Once the provisional NIF has been obtained, the appropriate self-assessment of the tax on property transfers and documented legal acts (ITP-AJD) will have to be submitted to the Tax Agency, although no payment will have to be made since the incorporation of the company is an exempt operation.

8. ### Register the deed of incorporation in the Commercial Registry.

After completing the self-assessment of the aforementioned tax, and within two months from the date of the deed, the registration of the company’s incorporation must be processed in the corresponding Commercial Registry. This step is crucial because, with the registration, the company will acquire full legal personality.

9. ### Obtain the definitive NIF.

Once the incorporation has been registered in the Commercial Registry, the definitive NIF of the company can be requested from the Tax Agency. This NIF will be the company’s permanent tax identifier.

10. ### Register the activity.

Finally, it will be necessary to notify the Tax Agency of the company’s activity registration using form 036. This process will inform about the start of business activity and will initiate the accrual of associated tax obligations.

At MES Advocats we offer comprehensive advice and support in the incorporation of companies. If you need more information or are interested in obtaining a quote, you can contact our commercial law department at this link.

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