How to establish a Limited Company
Saturday, April 4, 2020 by Administrador
If you have reached this point, it must be that the idea of setting up a company has crossed your mind, and after researching the matter thoroughly, you have decided that this is the best option for your situation. In this article, we will focus on the most common case, the creation of a limited liability company, but you should know that there are different types of companies, and therefore, you must choose the one that best suits your business.
If you want to know more about the existing types of companies, do not hesitate to consult our comparison chart: “Types of Companies”.
A Limited Liability Company is a company whose share capital is made up of the economic contributions of all the partners, who have a liability towards third parties limited to said contribution, currently set at a minimum of €3,000. This share capital will be divided into social shares, which are indivisible and accumulable.
In case you decide to carry out the creation and implementation procedures on your own, you must follow these steps:
- RESERVATION OF THE CORPORATE NAME
Obtaining a certificate of the non-existence of another Company with the same name as the one intended to be incorporated. To do this, you must request a negative certification of the Company's name in the Mercantile Registry of the province corresponding to the registered office you are going to indicate for the Company. - CREATION OF A BANK ACCOUNT:
While waiting for the Mercantile Registry to grant the negative certification of the name, usually within less than seven days, the future partners must create a bank account in which to deposit the minimum share capital (€3,000), and request a bank certificate that must be presented later at the notary's office. - PROVISIONAL CIF (Tax ID):
With the previous documentation, it is necessary to request a Provisional Tax Identification Number from the Tax Agency, as without it, it would not be possible to carry out any delivery, provision/acquisition of goods or services, collection or payment of bills, or hiring of labor personnel. - NOTARY:
Request an appointment at the notary of your choice indicating that you wish to carry out the Incorporation of the Company, providing the necessary documentation so that, as soon as possible, the founding partners can go to sign the deed of incorporation. In this step, you must keep in mind that it is the time to hand over the Company Bylaws, either by preparing them yourself or by accepting the standard Bylaws used by the notary as a base. - ITPyAJD (Transfer Tax):
Once the deed of incorporation is signed, within a maximum period of one month, the Tax on Property Transfers and Documented Legal Acts must be filed. It should be noted that this tax is filed with the Ministry of Finance of the Autonomous Community and is EXEMPT from payment in this case. - MERCANTILE REGISTRY:
You must go back to the Mercantile Registry within the month following the granting of the public deed for its registration, so that the company has full legal capacity. - DEFINITIVE CIF:
Finally, you must request a Definitive CIF from the Tax Agency within the month following the date of incorporation, which will replace the Provisional CIF previously granted by the Tax Agency.
Finally, the Company will be created, but you must not forget that each business has its particularities and there are other mandatory procedures that must be carried out before developing the activity in the company, such as:
- Registration in the census of the Tax Agency, the Ministry of Finance of the Autonomous Community, and the TGSS (Social Security), for the activity or activities that the Company intends to carry out.
- Registration for the Economic Activities Tax (IAE) at the Tax Agency (exempt for the first two years).
- Registration of the premises assigned to the activity if necessary.
- Town Hall License if necessary.
- Creation of an electronic certificate for one of the Company's Administrators, in order to facilitate procedures with the Administrations.
- Legalization of the accounting books in the Provincial Mercantile Registry.
If you wish to simplify the procedures and guarantee their correct completion, I recommend going to a Point of Attention to the Entrepreneur (PAE). It is a telematic system available to some consultancies like ours, which allows all procedures to be carried out quickly and effectively. Through this system, you will only have to go to the bank to open the Company's current account and to the appointment with the notary you choose to formalize the deed of incorporation.
For more information about our telematic Company Creation service, you can consult us at: https://www.nomaspapel.es/es/contactar