How to open a branch in Spain: Steps and obligations
According to Spanish regulations (articles 295 et seq. Of the Mercantile Registry Regulation), a branch is any secondary establishment endowed with permanent representation and with a certain management autonomy, through which the activities of the company are fully or partially developed.
Do not confuse it with a subsidiary, an independent legal entity, autonomous and distinct from your parent company, while the branch depends completely on its parent company.
Below we will explain step by step how to open a branch in Spain, one of the most common ways of undertaking for a foreigner. Even so, if you want to speed up the whole process (which can be large) we recommend that you leave it in the hands of experienced tax consultants such as GM Tax or you get in touch with it in order to solve your doubts. You will save time and make sure you accomplish all your obligations.
Save the name of your branch
The first movement you must do is to reserve the name of your branch in Spain. It is a procedure that you can ask to the Central Mercantile Registry.
The denomination of a branch must have the same name as the parent company. You must also put the foreign parent company as the name of the legal representative, within the beneficiary’s section.
Get the NIF number for the branch in Spain
Once you have reserved the name you must obtain the Spanish Tax Identification Number (called NIF). To achieve this, the Tax Agency will request the powers of the legal representative of the branch in Spain (which must be an individual or legal entity residing in Spain) and the minutes of the shareholders’ meeting in which the intention to create a branch.
You will also have to present a photocopy of the ID or passport of the legal representative and Form 036.
Formalization of the branch in Spain before a notary
With the certificate of the Central Mercantile Registry, your reserved name, the NIF of the foreign company, the minutes of the Extraordinary Meeting of Members, the powers for the legal representative and its documentation, the statutes of the foreign company and the certificate of the Registro Mercantil (also known in other countries as Companies Registrar or the Chamber of Commerce) of the country of origin where the parent company is located, you must begin the process of granting the public deed of opening a branch before a Spanish notary.
Visiting the Tax Agency and the Companies Registrar
Then you need to ask for the branch NIF and the register of the branch in the Companies Registrar.
Once the Branch is registered then you need to request the definitive NIF for the branch and the registration in the business census by means of another Form 036.