Spanish Commercial and Mercantile Law: Frequently asked questions

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Can I start a company in Spain being an immigrant?

Yes, you can, as long as you have a valid and legal residency in the country. Now, if you intend to own and also work in said company, you will need to have a work permit or visa for self-employment.

What are the requirements needed to start a company?

You will need the following:

To have a legal and valid residency in the country
To be of legal age (at least 18 years old)
To not have any criminal records for the past 5 years
To have health insurance in the country
To be able to prove to have sufficient resources for board and lodging as well as the necessary investment to start operating
That the idea of the company has the capacity of creating jobs and is of economic interest for the country
To have the required education and experience for the project
To comply with the current regulations on opening requirements on the type of business

What types of companies exist in Spain?

There are 16 types of companies that can be created in Spain, depending on how many partners or investors and the amount of the initial investment, and the responsibilities of the partners. The most common are:

Individual or Autonomous – One partner, no initial investment required
Civil Society – At least 2 partners, no minimum initial investment established
Collective Society – At least 2 partners, no minimum initial investment established
Limited Responsibility Society – At least 1 partner, minimum initial investment of 3.000€
Anonymous Society – At least 1 partner, minimum initial investment of 60.000€
Anonymous Labour Society – At least 2 partners, minimum initial investment of 60.000€
Cooperative Society – At least 3 partners, initial investment established by bylaws
Professional Society – At least 1 partner, initial investment, according to the social form: limited or anonymous

How do I reserve the name of my company?

You need to obtain the “Negative Certification” of the company name at the Registro Mercantil Central. This is what credits the exclusiveness and non existence of another company with the same name. It can be done in person, by mail or website.

What are the procedures to create a company?

If you meet the previous requirements, you will need to submit at your country’s Consular Office, original and copy of the following documents:

2 copies of the EX-07 application, completed and signed.
Copy of Passport with at least 4 months of validity.
Proof of job training and professional qualification legally demanded to exercise the profession.
Demonstrate your own investment capacity or economic endorsement from a financial institution.
Business plan, specifying the company’s nature, characteristics, sources of investment and viability of the project.
Payment of residence and work fees.
Proof of payment of 60 euros of visa fee.

Where do I get the viability for my business plan?

The viability must be credited by a Professional and competent organization such as:

National Federation of Business men and autonomous workers/ Federación Nacional de Asociaciones de Empresarios y Trabajadores Autónomos (ATA)
Professional and Autonomous Workers Union / Unión de Profesionales y Trabajadores Autónomos (UPTA)
Intersectoral Confederation of Autonomous of the Spanish State / Confederación Intersectorial de Autónomos del Estado Español (CIAE)
Professionals and Autonomous Organization / Organización de Profesionales y Autónomos (OPA)
Entrepreneurs and Autonomous workers Associations Unión / Unión de Asociaciones de Trabajadores Autónomos y Emprendedores (UATAE).

How can I register a patent in Spain?

First, you need to formally apply at the Spanish Office of Patents and Branding /Oficina Española de Patentes y Marcas (OEPM), the application must contain:

Instance addressed to the Director of the Industrial Property Director
Description of the invention
One or two vindications, they must be clear and concise
Drawings or pictures of the described item
Summary of the invention

Once applied, you will need to pay the 600€ fees.

Do patents expire?

Yes, they do, for several reasons such as the ending of the concession period, resignation of the owner, lack of annual fees payment or for the no exploitation on the 2 years after the first license is granted.

If your patent expired for lack of payment, you can retrieve it by justifying the lack of payment.

How long does a patent last?

The duration of a patent is 20 years since the moment when the application is submitted. To keep it valid and in force, it is necessary to pay the annual fees from its concession.

I’m an autonomous worker, can I declare myself in bankruptcy?

Yes! As in 2015, you can. First, the debt must be under 5 million euros (5.000.000€), you can’t have any sentencing of crimes related to property, documentary falsity, estate, social security of workers rights in the previous decade.

What happens when a company is declared in bankruptcy?

When a bankruptcy is legally declared, a company enters a “Concurso de Acreedores” or “Insolvency proceedings” to examine whether the bankrupt’s estate can be liquidated with the intention of meeting their obligations.