How to Set Up As Self-Employed (Autónomo)

There is no minimum financial investment when establishing oneself as self-employed in Spain. There is unlimited liability and the person is responsible for all debts incurred. Before setting up as an autónomo, it is necessary to obtain an NIE. Non-EU citizens will need to apply for a combined self-employment work and residence visa as well.

Anybody who wishes to work as self-employed, regardless of their nationality, will then need to carry out the following steps:

Register a declaration for starting a business (Declaración Censal de Inicio de Actividad) – this can be done at the tax office (Delegación de Hacienda)

Register for social security within 30 days of registering in teh Tax Office

Once registered for social security, the self-employed worker will need to make monthly payments into the self-employed persons system known as the RETA (Régimen Especial de Trabajadores Autónomos). This must be paid even if the person has had no income or is on sick leave or maternity leave.

How to Set Up an SA, SL or SLNE

The SL is the most common form of company in Spain and is similar to a limited company in other countries. The advantages of this sort of company structure are that there is a minimum of capital required and limited liability to the owners.

The New Enterprise Limited Company is a simplified form of the SL but has its own naming requirements. The company name must include one of the founder’s names and a registration number. It must also have the words SLNE or Sociedad Limitada Nueva Empresa. Also, there can not be more than five shareholders at the start.

An SA is the equivalent of a public limited company with a large minimum trading capital.

Registration of the company name

An application must be made for a Certificate of Uniqueness (Certificación Negativa de la Denominación Social), to prove that the name of the company is not already registered. This can be obtained from the Central Commercial Registry (Registro Mercantil Central) for a small fee.

Open a bank account

A bank account must be opened and the capital deposited. The amount that will need to be deposited will depend on the type of company that is to be set up. A deposit certificate will then be issued.

Obtain a public deed of incorporation

This will need to be done before a notary. The public deed of incorporation will include the names of the company shareholders, the amount of shares held by each shareholder, the type of administrative body managing the company and the identity of the administrators or directors. The public deed of incorporation must also include the tax identification number of each shareholder as well as the bank deposit certificate and the Certificate of Uniqueness.

Apply for a CIF

An application must be made for a company tax identification code (Codigo de Identificacion Fiscal/CIF). This can be done at the Tax Office (Delegación de Hacienda). A provisional number will be given straight away, and a permanent CIF number must be obtained within six months.

Register the company

Once transfer tax has been paid the company needs to file the public deed of incorporation with the Central Commercial Registry (Registro Mercantil Central) in order for the company to be registered. Registrations costs will depend on a number of things including the number of shareholders and the capital invested. Registration must take place within one month of the date the public deed of incorporation was granted.

Submit a formal declaration to start activity

A formal declaration to start company activities (Declaración Censal de Inicio de Actividad) needs to be filed at the local Tax Office (Delegación de Hacienda).

Register for tax

The company will then need to be registered for tax at the local Tax Office. The Tax Office will need a description of the business activity, business starting date and a description of the business premises. Once the Tax Office has the relevant paperwork the company will be allocated an official activity code in order for the company to pay taxes.

Legalise company books

Under Spanish law, companies must keep accounts books, a minutes book and VAT (IVA) register books. These statutory books must be submitted to the Central Commercial Registry to be certified and stamped before they are used.

Obtain an opening licence

A licence to open business premises (Licencia Municipal de Apertura) must be obtained from the Town Hall. The cost of the licence depends on the intended business activities and there may be different requirements for the licence depending on the area or district in which the business is located. The only document necessary to present to the Town Hall is the public deed of incorporation.

Notify the Regional Work Authorities Office

Before starting the economic activity, companies must notify the Regional Work Authorities (Delegación Provincial de la Consejería de Trabajo e Industria).

Companies must keep a log book (Libro de Visitas) at all times. Details of the company, the work place and business activities must be kept in this book. The book must be made available to the Labour and Social Security Inspectorate at all times.

Any foreign investments used to set up a business in Spain will need to be declared at the Spanish Investments Register (Registro de Inversiones).

How to Set Up a Civil Society (Sociedad Civil)

A partnership is formed of two or more people and no minimum investment is required. Any debts or financial obligations are divided between the members of the partnership. To set up a partnership, the following steps will need to be completed:

Sign a partnership agreement (contrato de constitución) before a notary

Register to pay IAE (Impuesto de Actividades Económicas)

Register a declaration for starting a business (Declaración Censal de Inicio de Actividad). This can be done at the tax office (Delegación de Hacienda).

Register for social security

If there are business premises, the person must apply for an opening licence (Licencia Municipal de Apertura) at the Town Hall

Note: The partnership agreement is not compulsory. However, if the partners choose to sign a partnership agreement, the company name must include Sociedad Civil.

How to Set Up a Comunidad de Bienes

Similar to a partnership, this form of company is made up of two or more people who share ownership of a common property or the right to something. There is unlimited liability for each of the partners. A CB is relatively simple and quick to set up and there is no minimum financial investment. To create a CB, a partnership agreement (contrato de constitución) will need to be drawn up by the members (comuneros) stipulating the amount contributed by each partner. Once this is done the partners will need to:

Register to pay IAE tax (Impuesto de Actividades Económicas)

Register a declaration for starting a business (Declaración Censal de Inicio de Actividad) – this can be done at the tax office (Delegación de Hacienda)

Register for social security

If there are business premises, the person must apply for an opening licence (Licencia Municipal de Apertura) at the Town Hall

IAE (Impuesto de Actividades Económicas)

New companies are exempt from this tax for the first two tax periods and companies with a turnover of less than a certain amount will not have to pay it. Companies must register for this in order to have the correct code number (epígrafe) for their specific activity.