Documents required to set up a Company
Before incorporating a company in Spain, it is advisable to assess the necessary structure for daily management in Italy and the awareness of the risk of “esterovestizione” (undue establishment of a foreign entity to avoid taxes). Currently, opening a branch is more common, unless productive activities are carried out in Spain (operational risk) or there are local shareholders.
As for the formalities required for the incorporation of the company in Spain, the following documents are necessary:
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A Foreign Identification Number (N.I.E.) for the person who will represent the Italian company in the incorporation of the Spanish company. This is a preliminary step before signing the incorporation, and it is not necessary to travel to Spain as long as a power of attorney is granted to the firm for obtaining the N.I.E. Once the N.I.E. is granted, travel to Spain can be organized to complete the incorporation.
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Certificate from the Chamber of Commerce / Company Register relating to the Italian company, including the date of incorporation, registration number, directors, etc. This is a standardized certificate model. A simple company extract will not suffice; it must be an official certificate with a signature.
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Board of Directors’ Resolution if the legal representative does not have specific powers to incorporate a company.
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Company Name: Every company in Spain must have its own and exclusive company name, which should be reserved in advance with the Central Registry in Madrid.
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Composition of the Board of Directors: It is necessary to define whether the company will be managed by a sole director, several disjointed or joint directors, or a board of directors, and to specify the names. In Spain, the board must consist of at least three members. It should be assessed whether it is advisable to grant powers of attorney for day-to-day operations.
