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Soft Landing Services in Spain

Posted on 22 November, 202210 January, 2023 by Business Advice Spain

One of our Soft Landing Services in Spain was recommended on Linkedin by one of our clients. It concerns the REA registration service for foreign companies in Spain. This Registry of Accredited Companies (Registro de Empresas Acreditadas), certifies the fulfilment of capacity and quality requirements for risk prevention, health and safety rules on construction sites in Spain. Every Spanish autonomous community has its own labor authority where the company can (or even must) register.

However, for many foreign companies this is still a difficult process. That is where we come in. With our Soft landing Services in Spain, we help these companies with the necessary paperwork and presentations. And where necessary we communicate their posted workers. The latter is a European requirement where a company needs to notify the labor authorities of the hosting country upfront of the arrival of workers from another country.

Business Advice Spain, and Jochem Schoevers in particular, have received various recommendations with respect to its Soft Landing Services in Spain. The one mentioned here came from Twisted Pair in the UK and was posted on linkedin.

If you would like to know more about how we can help your company, you can get in touch today at contact or call Jochem on 0034 610 739 364 and or look him up on Linkedin. You can send us an email at info@businessadvicespain.com.

Soft landing services in Spain (can) also comprise:

legal (incorporation, constitution of Spanish companies and subsidiaries, all sorts of contracting);
Accounting and tax returns (according to Spanish GAAP);
Payrolling for local subsidiaries of foreign companies;
Registration of foreign companies and payroll for their employees in Spain;
Communication of the posting of foreign workers in Spain;
NIEs, CIFs, NIFs for foreigners.

We have helped companies from all over the world with our services in Spain.

REA Recommendations for BAS — Happy Clients

REA – Registro de Empresas Acreditadas for foreign companies

Posted on 2 September, 202110 January, 2023 by Business Advice Spain

REA – Registro de Empresas Acreditadas, a Spanish registry requisite for your company in Spain.

Health and Safety

Under Spanish Health and Safety regulations Spanish and foreign Companies operating on construction sites in Spain in concept of contractors or subcontractors must be inscribed in the Registry of Accredited Companies and comply a series of requirements:

1. Have an organization production, facilities, work teams and the staff needed to carry out the assignments received;
2. Have an adequate organization in matter of prevention of occupational risks and have staff with health and safety training at work.

Registration in the REA

Registration in the Registry of Accredited Companies (Registro de Empresas Acreditadas – “REA” in Spanish) – certifies compliance with these requirements.
Companies that contract or subcontract work in construction sites must verify that their companies’ contractors or subcontractors meet the requirements legally required. The way to fulfill this duty of verification is requesting and obtaining a certification from the Spanish labor authority that certifies that the company is registered in the Registry.

Our Services 1) REA registration and 2) Notification of posting of forein workers

We help foreign companies registering in that registry. In addition, we notify posted foreign workers to the Spanish labor authorities as required by Directive 96/71/EC concerning the posting of workers in the framework of the provision of services.

More REA recommendations from BAS Clients

Contact

If you want to know more please contact us or call Jochem Schoevers directly on 0034 610 739 364 or email: jschoevers@businessadvicespain.com

REA-Registro-de-Empresas-Acreditadas-Registry-of-Accredited-Companies

Soft Landing Services for US Companies in Spain

Posted on 30 March, 202130 March, 2021 by Business Advice Spain

Introduction

As part of our “Soft Landing Services for US Companies in Spain” initiative, it is a pleasure to announce that Business Advice Spain incorporated 3 subsidiaries of US companies in Spain in 2020. All 3 were subsidiaries of American Incs and were incorporated “on a distance” with the use of powers of attorney (POA).

Soft Landing Services for US Companies in Spain

Our soft landing services for US companies in Spain encompass:

Legal services: Advisory on what legal form the subsidiary should take on (Rep office, limited liability company). What composition the board of directors should have. Or if it is better to leave it with 1 or 2 directors. In providing such services we also take into account practical issues such as tax numbers, NIF, CIF and NIE numbers, for shareholders, directors and possible employees, etc.
Accounting and tax returns: This is a very important aspect for foreign and US companies operating through a subsidiary in Spain. The need for a Spanish accountant who understand the needs of a foreign owner. When starting a business overseas it is crucial that the owners maintain the sense of being in control of finance and operations. We work with many foreign owners or shareholders and understand that need. Although Spain has its own GAAP, we are used to work with foreign accountancy programs (Aqilla, Exact to name a few).
Employment and payroll: Help with setting up your subsidiary with the Spanish social security, registering it with the collaborating entities, draft and advice on employment contracts, subsidies, etc. Then we provide payroll services informing you on what the personnel cost is, breaking it down in the different tax and social security concepts. And we send you the information on what amounts your subsidiary is to transfer as salary. We help you with dismissals, collective bargaining agreements and many other aspects of labor law.
Tax advisory: Where necessary we can help you with tax advise. In many cases we see the need for intercompany agreements between the foreign US entity and the local subsidiary in Spain. Transfer pricing often comes into play. But also other elements that may have an impact on determining where tax is due, substance requirements. VAT aspects.

Contact and further information

If you would like any further information on Soft Landing Services for US Companies in Spain, do not hesitate to get in touch with us. Or contact Jochem Schoevers directly for an introductory meeting at +34610739364 or jschoevers@businessadvicespain.com.

The management of Limited Liability Companies in Spain

Posted on 21 August, 202021 August, 2020 by Business Advice Spain

Applicable Law

The organic power of representation of a Spanish Limited Liability Company (“Sociedad Limitada or S.L.) is regulated in: RDLeg. 1/2010 de 2 de Jul (TR. de la Ley de Sociedades de Capital), the Spanish law on companies. It concerns the management of Limited Liability Companies in Spain.

Director(s)

The power of representation of a company before third parties and the capacity of making decisions relating to the management of the company resides with the directors. The difference of the management body compared to the shareholders is that the former is a permanent body.

Bylaws

The bylaws should decide on how the company is to be managed and on how the management maybe composed. The bylaws can foresee the following possibilities:

A sole director, who will have the power to manage and represent the company;
Two or more directors who both, separately, have the power to manage and represent the company;
Two or more directors who jointly have the power to manage and represent the company. Jointly may mean at least two together. It does not necessarily mean all of them together;
Board of Directors. In this case the Board as a whole has the power to manage and represent the company. However the bylaws will often designate a few Board members to be able to manage and represent the company on their own (either separately or jointly). The Board shall consist of 3 to 12 members. The bylaws will also determine how decisions can be validly adopted, how meetings are to be organized, announced. Its decisions are to be recorded in a ledger and signed by the President and secretary of the board.

In order to be valid, management and decisions should always be taken within the scope of the social purpose of the company.

The bylaws may record the different modes of management as previously mentioned and the shareholder(s) may decide to change the mode of management without having to modify the bylaws.

Not all people or companies can be directors or board members. There are certain criteria that need to be met.

The director´s position is not remunerated unless the bylaws determine differently.

Directors have different duties towards the company they represent. A few of them are:

Obligation of loyalty;
Obligation of diligence.

Directors are responsible towards the company for the management and actions and omissions that caused damage to the company.

Contact

Would you like to know more about the management of Limited Liability Companies in Spain? Contact us at jschoevers@businessadvicespain (Jochem Schoevers is a Spanish lawyer with Dutch nationality) or dial direct 0034 610 739 364 if you would like to discuss what could be the adequate form of governance for your company.

Soft Landing Services in Spain

Posted on 25 September, 20193 March, 2021 by Business Advice Spain

Business Advice Spain has specialized in so called “soft landing” services in Spain. It concerns services that help foreign companies and individuals to establish themselves in Spain. Often a company is already doing business in Spain buts has identified the need, or the wish, to establish and grow. How to go about that?

Soft Landing Services

Generally these services consist of accounting/ tax, legal and employment & payroll. A client needs to register its presence in Spain; It will have to declare taxes and carry on accounting. In what corporate form will the company do that? That “form” might need to be legally incorporated before a notary and registered in the Companies Registry. It needs a registered address and a director or board. Then that company need to employ personnel or freelance contractors and pay them through payroll or invoices. Continue reading “Soft Landing Services in Spain”

Establishing a Rep Office in Spain

Posted on 1 February, 201823 September, 2019 by Business Advice Spain

Activities of a representative office

Many American companies have doubts on whether a Representative office would be a good corporate legal form to start business in Spain. And how to establish it. A representative office is a fixed place of business set up by a foreign company. The Rep Office only pursues marketing or informational activities related to commercial matters but doesn’t do any actual business in Spain. Of course there are alternatives to the Rep Office and all have their pros and cons.

Requisites for a Rep Office:

Representative offices do not have separate legal personality from their parent;
The nonresident company is liable for all debts assumed by the representative office;
Representative offices are considered permanent establishments for tax purposes.
Representative offices cannot themselves conduct commercial transactions;
In general, no commercial requirements need to be met for a representative office to be opened, although mainly for tax, employment and social security purposes a public deed (or document executed before a foreign notary public, duly legalized with the Hague Apostille or any other applicable form of legalization) may have to be executed, recording the opening of the representative office, the allocation of funds, the identity of the tax representative (an individual or legal entity resident in Spain) and its powers.
Representative offices need not be recorded at the Commercial Registry;
Representative offices have no formal directors or managing bodies; the representative of each office performs the activities of the representative office by virtue of the powers granted to that representative.

It is a simple form, set up quickly without having to comply with too many legal formalities and allows investors to obtain all kinds of information on which they can base their investment decision.

A representative office serves the purpose for conducting market and competition research before investing or for example negotiating the acquisition of a local company.

Do contact us if you would like more information on the subject. Business Advice Spain is highly experienced in overseas Corporate matters. It has helped American companies for the last 15 years establish themselves in Europe.

Board or joint and several directors?

Posted on 18 September, 201721 August, 2020 by Business Advice Spain

Foreign companies often ask what the best form of governance/ management is for their subsidiary in Spain. A “Board of Directors or joint and several directors of a limited liability company in Spain?” Of course this depends on the trust relationship the mother company (the shareholder) has with the management of the Spanish company. Most efficient would be the joint and several director system, that director will be able to manage most the daily business of the Spanish company without having to recur to other directors (in case there are more directors. In case there is only one, it would be a “sole director” automatically having the same faculties as a joint and several director). The same can however be achieved through a board of directors appointing from their midst a managing director (a “consejero delegado” established in article 249.2 of the Spanish “Ley de Sociedades de Capital” – Law of Capital Companies). Sometimes the impression is created that a board of directors guarantees more control over the operations of the Spanish sub. That is not necessarily true.

We have set up and worked with many Boards of Directors and or joint and several directors, or sole directors. Feel free to contact us to discuss what a suitable governance body would be for your subsidiary company in Spain. It all depends on the circumstances.

You may appoint foreign directors (individuals or companies) without any problem, they will need a Spanish tax number though. A so called Numero de Identificación Fiscal (a “NIF”) and in case of foreigners, a NIE, a Numero de Identificación de Extranjeros. We can help in obtaining that number.

Next time you ask yourself, Board or joint and several directors? Contact us or dial direct 0034 610 739 364 if you would like to discuss what could be the adequate form of governance for your company. Also see this article.