A Sociedad Anónima (Public Limited Company) is a type of company commonly used in Spain and other Spanish-speaking countries, characterised by its limited liability and shareholding structure.
If you are thinking of setting up a company in Spain, this article will provide you with all the essential information you need to know in order to successfully incorporate and manage an SA.
1. Structure of the Sociedad Anónima (SA)
A corporation (SA) is a legal entity that exists independently of its owners (shareholders). The main characteristic of a corporation is the limited liability it offers to its shareholders.
This means that the personal assets of the shareholders are protected from the debts and liabilities of the company. The capital of a corporation is divided into shares, and the liability of the shareholders is limited to the amount they have invested in the company.
2. Requirements for incorporating an SA in Spain
Certain requirements must be fulfilled in order to incorporate a Sociedad Anónima in Spain.
Among them are:
a) Minimum capital
The minimum share capital required is €60,000 to incorporate an SA in Spain. This capital must be fully subscribed and paid up at the time of incorporation. Each share must have a nominal value of at least €1.
b) Shareholders
An SA must have at least one shareholder. Shareholders can be natural or legal persons, and there are no restrictions as to nationality.
c) Administrators
An SA must have at least one director. The director may be of any nationality and may also be a shareholder. It is important to note that there are certain disqualifications to be a director, such as bankruptcy or legal incapacity.
d) Statutes
The articles of association set out the rules and regulations governing the internal functioning of the SA. These articles must be drafted and legalised by a Spanish notary public.
e) Entry in the Commercial Register (Registro Mercantil)
Once the articles of association have been notarised, the company must be registered in the Commercial Register of the province in which it is to have its registered office.
3. The process of setting up
The process of incorporating a public limited company involves several steps, which are described below:
a) Reservation of the name
The first step is to reserve a company name in the Central Commercial Register. The chosen name must be unique and not already in use by another company.
b) Opening a bank account
The minimum share capital of 60,000 euros must be deposited in a bank account in the name of the company. This bank certificate is required by the notary when drawing up the articles of association.
c) Notary
The founders and shareholders of the company, or their representatives, must appear before a notary to formalise the articles of association.
d) Tax Identification Number (NIF)
After the elevation to public status, the company must obtain a Tax Identification Number (NIF) from the Tax Agency (Agencia Tributaria).
e) Entry in the Commercial Register (Registro Mercantil)
The last step is to register the company in the Commercial Register, which grants legal personality to the corporation.
4. Advantages of an SA
Incorporating a Sociedad Anónima in Spain has several advantages:
a) Limited liability
As mentioned above, shareholders’ liability is limited to the amount they have invested in the company. This protects their personal wealth in case of financial difficulties of the company.
b) Perpetual existence
An SA has perpetual existence, which means that it continues to exist even if the shareholders change or die.
c) Credibility
Having “SA” in the company name can increase credibility and trust among customers, suppliers and partners.
d) Access to finance
An SA structure makes it easier to attract investors and raise capital for business expansion.
5. Compliance and taxation
Once the company is incorporated, it must comply with certain legal and tax obligations:
a) Annual accounts
The company must prepare and file annual accounts with the Commercial Registry, providing transparency on its financial situation.
b) Corporate income tax
The corporation is subject to corporate income tax on its profits, currently at a standard rate of 25%.
c) VAT (Value Added Tax)
If the company is engaged in commercial activities, it must register for VAT and submit regular VAT returns.
Conclusion
In conclusion, incorporating a Sociedad Anónima (SA) in Spain can be a rewarding venture for entrepreneurs and companies wishing to establish themselves in the country.
The limited liability, perpetual existence and credibility that an SA offers make it an attractive option for various industries and sectors.
Remember that the process of incorporating an SA involves meeting specific requirements, drafting articles of association and registering the company with the Commercial Registry.
Once incorporated, the company must comply with legal and tax obligations to maintain its status. Please contact our tax advisors in Barcelona regarding this topic.
