Spain has become a very interesting place for foreigners to establish their businesses. They can find a solid entrepreneurial ecosystem, skilled partners and workers, and nice weather. All these elements are attractive enough to start an entrepreneurial adventure.

In this article we are going to outline some of the basic requirements that everyone should have in mind when starting a business in Spain.

Legal Structure

In Spain there are two main ways to structure a business: the first one is to work as a Freelancer (Autónomo), and the second one is to incorporate a Spanish Limited Company (Sociedad Limitada).

Identification

First of all, any foreigner interested in starting a business in Spain, either as a freelancer or through a Spanish Company, shall have a foreign identification number (NIE).

Freelance (Autónomo)

To be an Autónomo means to begin a business as a self employed person. There are two steps to become an Autónomo; first of all you have to notify to the Spanish Tax Administration (Agencia Tributaria) that you are going to start an economic activity, and then you should register to the regime of self employed persons in the Social Security (Seguridad Social), with a notification validated by the Tax Administration.

Once you are registered in the Social Security, you will have to pay a monthly fee, being the base fee 256,72 euros. However, current reductions for new Autónomos have recently being approved by the government, including the following features:

For new Autónomos under 30 years old the following reductions will apply:

  • An 80% Social Security fee reduction during the first 6 months. (50 euros approximately);
  • A 50% Social Security fee reduction during the next 6 months after the previous period of time;
  • A 30% Social Security fee reduction during the next 18 months after the previous period of time.

For new Autónomos with 30 years old or over the following reductions will apply:

  • An 80% Social Security fee reduction during the first 6 months. (50 euros approximately);
  • A 50% Social Security fee reduction during the next 6 months after the previous period of time;
  • A 30% Social Security fee reduction during the next 6 months after the previous period of time.

Furthermore, an Autónomo must comply with several tax obligations, mainly to present its quarterly declarations of taxes relating VAT and Retentions made by other professionals.

Spanish Limited Company

A Limited Company is the legal structure most used in Spain to start a company. As stated above, it is necessary to hold a NIE to become a shareholder of a Company.

The main steps to incorporate a Limited Company are as follow:

  1. First of all, it is necessary to obtain the Name of the Company through a Certificate issued by the Companies Registry (Registro Mercantil).
  2. The next step is to open a bank account and to deposit the minimum share capital to incorporate a Limited Company, which is 3.000 euros. The Bank will issue a Certificate of deposit that shall be presented at a Public Notary.
  3. Both Certificates are necessary to incorporate the Limited Company before a Public Notary. All the shareholders will have to be present and sign the deed and the Articles of Associations of the Company.
  4. After signing the deed, it will be necessary to obtain the Tax Identification Number of the Company (NIF = Número de Identificación Fiscal).
  5. Finally, the incorporation of the Company will have to be registered at the Companies Registry, and the beginning of the activity shall be notified to the Tax Administration.

It is important to add that it’s necessary to appoint a Director of the Company, and that the person occupying this role will have to be registered at the Social Security as an employee or as a self employed person (Autónomo) if he or she is a shareholder of the Company with 25% or more of the share capital.

I hope that this article has served its purpose of being a general guideline to evaluate the different options that any person has prior to start a business in Spain. We support the entrepreneurial initiative and encourage any person to follow its goals.

If you have further questions or any doubts regarding initiating your project, feel free to contact us at info@delvy.es

Pablo Mancía
Lawyer
www.delvy.es

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T.

The new time and attendance law will kill innovation in Spain and Europe

Simple solutions or “one fits all” policies are easy to market by populist governments but they are sometimes at the expense of certain sectors and their people. This time the affected party is innovation and value added services, to a point that puts in jeopardy our (already weak) spot in the global competitiveness landscape.

I’ve always told my teams that I do not hire their time, but rather their talent and potential: their brains, their energy and passion and their willing to make a difference and impact our clients and the world through them. Innovative companies try to get in existing markets and solve things in complete different ways, some go as far as creating new markets from scratch. They all have in common that their mission is extremely hard, sometimes impossible (thus most fail along the way). The key for their success is how they manage to convince their teams that everything they do is not a job, but a religion. They are changing the world and that is something worth spending time and making history.

I can tell if somebody is motivated by their job by looking at their eyes while they talk about their challenges and ideas. Best people don’t work, they play. They make their challenges their hobbies. I’ve had many conversations at 1 am in the office, after some beers and sushi, before even realizing what time it is. Only when a job makes this kind of conditions happen, the wheel of significant value creation really stirs and great things come from it.

It is very hard to create a culture in which people feel so empowered that they are capable of anything. In my experience, it helps granting absolute flexibility. I don’t remember the last time I approved vacations to my team, or I paid attention to their schedules, or the days in which they worked from home or the office. This is not the kind of conversations I want to have with them. My relationship with my team is based on trust, and it is based on one single (often repetitive) conversation: how can we do more and better, how can we grow faster, how can we raise the bar. Little it matters to me whether they contribute to this questions from the beach in Canary Islands or spending many hours in the office.

However, the government today decided that it is a great idea in the 21th century that all companies like ours should make everybody clock in and clock out by law. I’m now obliged to add people’s time and attendance into our conversation. We now have to treat all jobs like production lines in factories (amidst the era of hyper automation and robotization). They go as far as having us registering accurate pauses for lunch. Unfortunately they don’t include how should we manage the time spent in the chill-out area, or when having long coffees in the outside terrace, or spending the afternoon in ping pong championships. Should we clock-in and clock-out every time we do that too?

When I travel I always get asked how is the Spanish ecosystem for entrepreneurship and innovation developing, I always defend our potential to become a leading actor in science and technology,  besides our current reputation for tapas, toros and siesta. We previously analysed the many initiatives taking place in the city of Barcelona. But my question is: is there anybody in the government actually helping us to make this happen?

The new law will come to place the next 12th of May. At Factorial we developed a free feature, so companies can instantly become compliant with the law. Interestingly enough, almost immediately after launching this feature people started developing tools using our API to automate clocking or connecting it with Slack and other interfaces. It looks like after all there will always be people willing to work on relevant things and not waste their energy in bureaucratic traps.

PD: You can find more information about the law in this article.