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Posting foreign workers in Spain

Posted on 9 September, 202110 September, 2021 by Business Advice Spain

Companies are obliged to notify the posting of foreign workers in Spain. In fact it is mandatory throughout the European Union. Although there are a few exceptions. We help you with the Spanish procedures of such notification of posting of foreign workers in Spain. We explain what the rules are around short term posting and long(er) term postings. Which employment legislation applies, that of the “home member state” of that of the “host member state”, and which social security system.

Background

This EU legislation ensures the protection of posted workers. In relation to the freedom to provide cross-border services the EU helps by laying down mandatory provisions regarding working conditions and the protection of workers’ health and safety that must be respected. It helps ensuring fair labour mobility on the internal market.

This guide can also help you answering your questions.

Our services

We help you collecting and filling out the papers for the notification. We communicate with the Spanish authorities and will keep you up to date on the progress. Once the posting is notified we will send you the receipts for your files. Almost all the time the posting comes with the obligation to register in the Registry of Accredited Companies, the REA (Registro de Empresas Acreditadas) in Spanish. If that is so, we can also help you with that. If you need more information on REA registry in Spain, you can find it here.

Our soft landing services (click here to find out more) are designed to provide you peace of mind woth respect to your Spanish operations. You can contact us for all your Spanish queries.

Contact

If you need assitance or more information on this topic of posting of foreign workers in Spain, please do not hesitate to contact us. Or call Jochem Schoevers directly 0034 610 739 364. We would be happy to help you.

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.

Spanish tax benefits for pilots

Posted on 19 April, 20205 December, 2020 by Business Advice Spain

Pilots in the broadest sense

People who are resident in Spain and employment relationship with a company not resident in Spain could enjoy an exemption of up to €60,100. Most commonly referred to as Spanish tax benefits for pilots, as these professionals seem to use this regime the most. The exemption and its conditions were confirmed in the binding consultation issued by the tax authorities. The authorities issued the consultation in respect of a professional motor cyclist (in Spanish also a “piloto” or pilot). Continue reading “Spanish tax benefits for pilots”

COVID19 Limitations on foreign investment in Spain

Posted on 26 March, 202024 April, 2020 by Business Advice Spain

The Covid19 crisis has provoked various countries, amongst which Spain, to put in place limitations on foreign investments in Spain. In other words the liberalization of the foreign investment regime is suspended until further notice.

Spain

The Spanish government requires to previously authorise the following investments that are: 1) foreign and 2) direct investments in Spain and in 3) strategic sectors.

Under “foreign” is understood coming from residents outside the European Union or European Free Trade Association (EFTA) region.

Under direct investments is understood: 1) acquire more than 10% of the shareholding and or 2) obtain the right to partcipate in management.

Affected Sectors

The strategic sectors are: Continue reading “COVID19 Limitations on foreign investment in Spain”

In need of a Spanish or international contract?

Posted on 19 September, 201718 March, 2019 by Business Advice Spain

A wide variety of contracts, including franchising, distribution, agency, lease, sale, employment, executive, free lance, real estate, rental, shareholder and consultancy agreements have been drafted and reviewed by our lawyers over time.

B.A.S. adds value in your contractual stages as it quickly grasps your needs, understands perfectly your language and works efficiently to getting you a neat contract that will allow you to get the deal done quickly. Contact us for any kind of issue and lets discuss how we can help. Our lawyers will assist you with a quick, business and no nonsense approach.