Tag: Corporate

Soft Landing Services in Spain

Soft Landing Services in 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 pay roll or invoices. Continue reading “Soft Landing Services in Spain”

Establishing a Rep Office in Spain

Establishing a Rep Office in 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:

  1. Representative offices do not have separate legal personality from their parent;
  2. The nonresident company is liable for all debts assumed by the representative office;
  3. Representative offices are considered permanent establishments for tax purposes.
  4. Representative offices cannot themselves conduct commercial transactions;
  5. 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.
  6. Representative offices need not be recorded at the Commercial Registry;
  7. 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?

Board or joint and several directors?

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.