Mr. Companies can be divided into three major categories according to the projects to be operated, the amount of investment, the composition of shareholders, etc.: joint stock limited company (SA), limited liability company (SL) and individual entities. Number of shareholders: Since 1996, it has been possible to establish a joint stock or liability limited company with only one person.
Spanish Joint Stock Company:
According to Article 4 of the Spanish Joint Stock Company Law, the minimum registered capital shall not be less than 60,101.21 euros (that is, equivalent to the original 10 million pesetas) ; The fixed exchange rate between the euro and the Spanish currency unit pesetas is: 1 euro equals 166.386 pesetas); At least 25% of the registered capital must be paid when established, and the remainder can be paid off within a certain period of time as stipulated in the company's articles of association.
Spanish limited liability company:
The minimum registered capital is 3005.06 euros (500,000 pesetas). Since the company law was revised in 1995, the maximum registered capital limit of 300,506.52 euros (50 million pesetas) has been cancelled.
Spanish company application process:
The establishment of a joint stock company and a liability company requires applying for a name, formulating the company's articles of association and appointing a legal person. It needs to be notarized at the notary office and registered at the company registry. , and then go to the regional commercial registration agency to register, and at the same time, file with the central commercial registration agency and publish it in the newspaper. The entire process takes about a month, and individual entities can operate immediately.
Administrative licenses required for business in Spain
1. Apply for a business license (Licencia de Apertura) from the government
2. Apply for a tax license (IAE) from the tax bureau ) and statistical reports (DECLARACION CENSAL)
3. Go to the Labor Bureau to apply for company opening registration; if there are workers, you must also apply for a company number to pay workers’ labor insurance
4. The above are the documents required for each industry. Some special industries require additional licenses and registrations. For example, industry and construction need to be registered at the Autonomous Region Industrial and Energy Department; if it is food, a health registration number from the Health Department is required.
Procedures and formalities for setting up a company in Spain
The establishment procedures of foreign-funded enterprises and domestic-funded enterprises are basically the same. The only difference is that after the establishment of the foreign-funded enterprise, it must submit a request to the Trade and Foreign Investment Department of the Ministry of Industry, Trade and Tourism. Declarations are made to facilitate foreign investment statistics, but no prior approval is required.
In recent years, the Supreme Council of the Spanish Chamber of Commerce has reached an agreement with relevant Spanish government departments. Chambers of commerce in various places provide one-stop services for newly established enterprises, and most of the procedures for establishing an enterprise can be completed at the same place.
Nevertheless, it is recommended that a lawyer or agent who specializes in business establishment be responsible for the relevant procedures, which can save time and avoid a lot of tedious work.
(1) Procedures for establishing a Spanish company
1. Certificate of no objection to the name of the Spanish company: a certificate that there is no identical name to the company to be established must be obtained.
2. Articles of Association of Spanish Company: The shareholders of the company sign the Articles of Association at the notary office.
3. Pay property transfer tax and document judicial and notarization fees.
4. Obtain a Spanish company tax number (CIF).
5. Registration: After the Spanish company obtains legal person status, it will be registered with the Spanish Company Registration Office.
(2). Spanish company opening procedures
1. Spanish municipal administration: All enterprises must apply for a "Business License" from the local municipal government before opening; if they need to apply for an office building, To renovate factories, stores, etc., you must apply for a "Project Permit" from the local municipal government.
2. Spanish registration: All companies that purchase real estate must register with the "Real Estate Registration Bureau". Industrial enterprises must register with the Industrial Registration Office before starting work.
3. In terms of Spanish taxation: go through the procedures for collecting "business tax" with the tax department; at the same time, start filing tax declarations with the tax department.
4. Spanish labor: Notify the labor department of the start of business, register and receive the company's social insurance number, and obtain social insurance numbers for company personnel, etc.
5. Spanish certificate: Purchase the enterprise business scope certificate, labor supervisor visit certificate, employee registration certificate, etc. and have them notarized.
Approval for employees coming to Spain
There are two ways to apply for a job in Spain. The first is the employer’s residence (Cuenta Propia), and the other is the employee’s residence (Cuenta Ajena). If the company is already operating normally in Spain, its employees can apply to come to Spain through work residence. The following documents are required:
1. Preparatory contract; 2. Company legal person ID card; 3. Company tax number (CIF); 4. Company Labor Bureau number; 5. Notarization of company establishment; 6. Company business statements; 7. Company work requirements; 8. Certificate issued by the Spanish Employment Bureau that the applied for job industry has no unemployment in Spain.
The following documents are required for the job you are applying for: 1. Original and copy of passport; 2. Application form; 3. 4 photos.
Foreign investors must first establish a company in Spain before they can conduct commercial operations. In addition, they also need a person with a Spanish residence or ID card as the legal representative of the company, otherwise they cannot apply for an administrative license. Residence in Spain can be divided into family residence, work residence, and EU residence (referring to people from EU countries and Spanish family members, valid for 5 years). In addition, family residence has different lengths of time; work residence is divided into employee residence (four types: 1 year, 2 years, 3 years, and 5 years) and employer residence (same as above).
The types of taxes that Spanish companies should pay
The types of taxes that companies should pay are:
(1) Corporate income tax. This tax is paid at 35% of the company's net profit. However, certain preferential treatment will be provided to certain local enterprises, and tax reductions and exemptions will be provided depending on the circumstances for electronics, pharmaceuticals, shipbuilding, high-tech, public welfare undertakings, and projects that can create new job opportunities.
(2) Value-added tax. This tax varies depending on the industry and is divided into three categories: 16% for general goods and services; 7% for hotels, restaurants and other service industries; 4% for food and beverages; and 16% for alcoholic beverages.
(3) Business tax. For local taxes. It is collected by the municipal government where the company is located. Tax rates vary.
In addition, the company also needs to pay social insurance for its employees (equivalent to about 30% of the employee’s net salary). Social insurance includes three categories, and insurance premiums vary depending on the industry and type of work:
1) General social insurance. Mainly refers to medical care, pensions, etc. The tax rate is 28.3% of the salary, of which individuals pay 4.7%; for example, part-time employees (hourly workers) have a tax rate of 11.32%, of which individuals pay 1.88%.
2) Work-related accident insurance. The same applies to both permanent and temporary employees. The rate is 0.99% of the salary, of which 0.63% is paid by individuals. The construction industry has the highest rates.
3) Unemployment, employee training and other insurance. For full-time employees, the rate is 8.9%, of which the individual pays 1.7%; for part-time employees, the rate is 0.4%, of which the individual pays 0.0%.
The procedures for applying for a general visit visa and applying for special visas for long-term residence and work
The procedures for foreign company personnel to visit Spain are basically the same as those in other Schengen Agreement countries. First of all, you must have Spain After receiving the invitation letter from the company, you can go to the Spanish Embassy to apply for a temporary entry visa. The temporary visa is generally allowed to stay for 30 days, and the short-term business visit visa is 90 days. If you want to work in Spain, you need to go to the Spanish Embassy to apply for permission to stay in Spain for a long time. and a special (D) visa for work. For this purpose, an invitation letter from a Western employer, a labor contract and other documents are required. After obtaining the above special visa and entering Spain, apply for a long-term residence and work permit from the local labor department and police department. . Applying for a long-term residence and work permit in Spain is cumbersome, time-consuming, and difficult, and it often takes half a year or even a year; in addition, the waiting time is also longer if the certificate is extended.
Spanish trademarks and Patent registration management
Spain is a member of the Paris Convention for the Protection of Industrial Property and the World Intellectual Property Organization Convention. In terms of patents, Spain is a signatory of the European Patent Munich Convention and the Patent Cooperation Treaty.
1. Trademark registration management
The Spanish trademark authority and the department that accepts registration is the National Industrial Property Registration Bureau. Trademark registration method: The trademark applicant shall register with the Trademark Section of the National Industrial Property Registration Bureau. The effective date of the trademark shall be the date of approval by the Industrial Property Registration Bureau. The following materials are required to apply for trademark registration: 1) Application form; 2) Trademark description (in two copies); 3) Trademark description written on 16-gauge paper; 4) Trademark stereotype; 5) 50 trademark proofs; 6) Original trademark Certificate of registration place; 7) Industrial compensation certificate (referring to documents proving that it has not been registered with other registration agencies before); 8) Directory of the above documents. If medicines are involved, a certificate from a pharmacist, doctor or veterinarian is also required. If you entrust an agent to handle the matter, a "letter of authorization" must also be issued. The relevant application report will be published in the Official Gazette of Industrial Property. If no objection is raised within two months, it will be deemed approved. Once a trademark is legally registered, it obtains exclusive rights and is protected by law. No other company has the right to use it without authorization.
2. Patent registration management
Spain’s patent authority and the department that accepts registration are also the National Industrial Property Registration Bureau. Patent registration method: The patent applicant shall register with the Patent Section of the National Industrial Property Registration Bureau. The effective date of the patent shall be the date of approval by the Industrial Property Registration Bureau. Applying for patent registration generally requires the following materials:
1) Application form;
2) Patent description (in triplicate);
3) Pattern;
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4) Table of contents of the above documents;
5) Models and samples deemed necessary by the applicant;
6) Certificate of origin. If you entrust an agent to handle the matter, you must also submit a "letter of authorization". The relevant application report will be published in the "Official Gazette of Industrial Property". If no objection is raised within 45 days, the application will be approved. Once a patent is legally registered, it obtains exclusive rights and is protected by law. Other companies have no right to use it without authorization.