CORPORATE AND COMMERCIAL LAW
Why invest in Murcia?
Spain is an attractive market for international trade. It is the European Union´s second largest country in geographic size, the 13th largest economy in the world and the 5th largest in Europe, with a population of 46.4 million.
The Murcia Region, with a population of 1,466,818, is located at the South-East corner of the Iberian Peninsula, occupies an area of 11,317 km2 (2.2% of the total surface area of Spain), bordering the province of Albacete in the North, the province of Alicante in the East, the provinces of Granada, Albacete and Almería in the West, and the Mediterranean in the South-East.
In terms of surface area, the Region of Murcia is the 9th largest of the Spanish autonomous communities, and the capital of region (Murcia) is the 7th largest city in Spain.
Murcia has just over 170 km of coastline with an average annual temperature of 18ºC, and 300 days of sunshine yearly.
Murcia region is plenty of opportunities to invest, not only in the real estate sector, logistics, energy, chemicals, software and IT services and agro-alimentary, are also sectors with important opportunities to grow.
If you are thinking to invest in Murcia, this is best moment, there are many government incentives to encourage foreign investment and it is possible to find in the property market a lot of opportunities to invest with very competitive prices, those it were impossible to see before the crisis.
The members of CREGO ABOGADOS have years of experience in foreign investment in Murcia Region, their knowledge of the Spanish Law, local regulations, taxes, accounting and their excellent reputation among local administration could be an essential part of the success of your business.
Integral advice for companies and freelancers
Only with a deep knowledge of the operative of particular company in the market and with a team of lawyers specialized in different branches of business law, it is possible to advice with excellence.
Therefore, in CREGO ABOGADOS we offer our customers a continued service of legal, labor and tax advice, which is the best guarantee of success in anticipating legal risks and generating tax and labor savings.
We are specialized in the complete advice for companies, including the following areas:
- Corporate law
Minute book updates
- Labour law
Assistance to conciliation acts and trials before the Labour Court
Labour and Social Security inspections
Inscription of companies in the Social Security
Dismissals (Unfair, fair, objective and collective)
Out-of-court arbitration and conflict resolution
Social Security contributions
Inscription of employees at the Social Security.
Temporary incapacity procedures
Tax implications (Form 111, 145, 190, etc)
International mobility of employees
- Tax law
Withholding tax for employees and professionals (Form 111 and 190)
Withholding tax for leases (Form 115 and 180)
Withholding tax for dividends (Form 123 and 193)
Corporate Tax (Form 200)
Payment in advance of Corporate Tax (Form 201)
VAT (Form 303 and 390)
Local taxes (IBI, IAE, etc)
Recapitulatory return of intracommunity transactions (Form 349)
Tax management, ruling requests, appeals.
Inspection proceedings, tax inspections.
Filling of claims and appeals through the administrative courts and against acts of the authorities.
Considering the size, characteristics and specific needs of each company, CREGO ABOGADOS design a customized proposal of services to each of our customers, in this way they always have the certainty of what services are contracted and their cost, which is usually set in one (monthly, quarterly or annually) periodic fee.
In addition, customers subscribed to the continuous service advice, enjoy preferential conditions for treatment and services excluded from it, such as management of legal proceedings before the courts.
Legal structures to start a business in Spain
The Spanish Law, establish different types of legal structures if you want to start a business but the most usual are the following:
- Sole Trader (“Empresario individual”): a self-employed person who decide to start a business by him/her self without any partnership. He/she manages the business, provides the capital and assumes the risk without any limit.
- Co-ownership (“Comunidad de Bienes”): a kind of partnership based in joint ownership of a business, goods and property. The persons who are joint manage the business, provide the capital and assume the risk without any limit.
- Private Limited Company (“Sociedad Limitada”): Convenient for small investments and a short number of shareholders. No liability for the shareholders. Many legal requirements and formalities.
- Public Limited Company (“Sociedad Anónima”): Convenient for big investments and a large number of shareholders. No liability for the shareholders. Many legal requirements and formalities.
- Branch (“Sucursal”): Branches are not a separate legal entity, they are an extension of the overseas company, which is fully liable for all acts carried out by its branch in Spain. However, the fact that the branch has its own management allows third parties to deal directly with the branch rather than the head office of the overseas company.
- Permanent Establishment (“Establecimiento Permanente”): Every Branch office in Spain of a parent company is a Permanent Establishment in Spain, but every Permanent Establishment in Spain is not a Branch office in Spain.
CREGO ABOGADOS will make a previous study of your personal conditions, your business, the expected profit, taxation, etc and then we will recommend you the best legal structure for your business.
Incorporation of a company in Spain
If you have decided to start your business in Spain through a Private or Public Spanish Company, CREGO ABOGADOS can help you to follow the steps below:
- The future administrator will have to obtain the N.I.E.
- It is necessary a certificate (“Certificacion Negativa de Denominación Social”) stating that the company name you intent to use is not taken. This certificate must be asked to the Main Companies Register (“Registro Mercantil Central” – Madrid).
- The next step is to drawing the articles of association of the company (“Estatutos de la Sociedad”) where must appear the following obligatory references:
Company name (“Denominación social”)
Corporate purpose (“Objeto social”)
Corporate year (“Ejercicio social”)
Business address (“Domicilio social”)
Share capital (“Capital social”), number of shares, their nominal and numbers.
Way to organise the business administration (“Organos de administración”)
- Thereafter a bank account must be opened in the company’s name with a minimum amount of 3.000,00 € in the case of a private limited company or 60.000,00 € in the case of a public limited company. It will be necessary a certificate from the bank stating that you have made the deposit.
- The next step is to prepare the deed of incorporation of the company (“Escritura de Constitución”) which will be signed by a public notary and where must appear the following obligatory references:
Identity of the shareholders (Name, surname, age, nationality, address, NIE or passport number…)
Intention to set up a company
Contribution of each shareholder to the share capital
The articles of association of the company.
Final way chosen to organise the business administration.
Identity of the person or persons who will represent the company.
Others pacts and conditions that they want.
- The next step is to obtain a temporary C.I.F. number (Company Identification Number). To obtain this it would ne necessary to fill in and present in the Tax Spanish Administration Office nearest of the business address the tax form 036 (“Declaración Censal de Alta, Modificación y Baja en el Censo de Obligados Tributarios”).
- The next step is to pay a tax of 1,5% of the initial capital, which is 1,5% of the bank deposit in concept of Transfer Tax and Stamp Duty (“Impuesto sobre Transmisiones Patrimoniales y Actos Jurídicos Documentados – Operaciones Societarias”). The Tax form used to declare this tax is 600 and must be present in the Tax Department of the Comunidad Autonoma where the business address is located.
- The next step is to register the deed of incorporation of the company (“Escritura de Constitución”) in the Companies Register of the province (“Registro Mercantil Provincial”).
- Then it will be necessary to fill in other Tax form 036 (“Declaración Censal de Alta, Modificación y Baja en el Censo de Obligados Tributarios”) in order to obtain a final C.I.F. number, to declare which will be the fiscal obligations in the future and to communicate to the Administration the necessary information to calculate the Tax on commercial activities (“Impuesto sobre Actividades Económicas”)
- Thereafter we should apply for the inscription of the company in the Social Security (Form TA.6) at the General Treasury of the Social Security (“Tesorería General de la Seguridad Social”).
- The next step is to acquire and bring to the Inspection of the Social Security (“Inspección de la Seguridad Social” a book called “Libro de Visitas”, which is an official book used by the Inspection of the Social Security when they do official inspections of your company.
- Also it is important to apply for the Opening license and others with the local administration if it is needed.
Dissolution and liquidation of a company in Spain
The dissolution agreement starts the process by which society is extinguished, opening the liquidation period, during which the company retains its legal personality. The settlement has the effect of loss of legal personality of the company. With the opening of the settlement period it will take to manage the company’s liquidators. These are responsible for the measures necessary to liquidate the company assets and distribute the relevant partners share operations. The company completely extinguished when the same seats were cancelled in the Commercial Register.
Acquisition of a company in Spain
In some cases, when a Spanish company has all the permits, authorizations or licenses that a foreign investor needs to start the business in Spain in a quickly way, or when a Spanish company is the owner of some properties, assets, goodwill, etc that are interested for a foreign investor, the easy way to start is to acquire the incorporated Spanish company.
In these cases we strongly recommend to make a previous Due Diligence, in order to avoid bad surprises.
The members of CREGO ABOGADOS have carry out successfully many Due Diligences for foreign investors from countries like Germany or UK, in several sectors like real estate, renewable energy and agro-alimentary.
CREGO ABOGADOS provides legal advice on International Commerce matters, we have years of experience fighting for the rights of foreign companies in several international transactions, such as:
International Trading Contracts
Recognition of debts guaranteed by chattel mortgage.
Letter of Credit
Uniform Customs & Practice for UCP 600
International Agency Contract
In CREGO ABOGADOS, we are experts on the above stated legal forms, and many others, which are used on international commercial trading.