BRANCH OFFICES IN SPAIN

It is possible that the foreign client needs your company Matrix made in your country of origin, the constitution, creation or make a branch in Spain. The branch is an establishment endowed with permanent representation and a certain autonomy for the development of the activities of the parent or foreign company. The creation or creation of a branch in Spain requires a series of procedures, which, since they do not have their own legal personality (the parent company has them), do not have to follow the same procedures as if a new company were incorporated according to Spanish regulations. The procedures that must be done:

• The Management Bodies of the parent company must adopt an agreement whereby they approve the creation of the branch. This agreement and the bylaws of the Company must be translated by a sworn translator and subsequently submitted to the Mercantile Registry in Spain. Our Myg Consulting team will be responsible for making the sworn translations as well as submitting them to the Mercantile Registry of Spain.
• The Spanish Consulate of the foreign country of residence of the company must certify that the parent company is constituted according to the laws of its country (duly legalized or apostilled)
• The social capital agreed by the parent company or mother company must be deposited in any Bank.
• The public deed of incorporation must be signed before a Notary.
• The NIF (Fiscal Identification Number) must be requested at the tax office of the registered office, enclosing, among other documentation, the deed of incorporation previously mentioned and the DNI or NIE of the representative or agent of the company in Spain.
• The Tax on Patrimonial Transfers and Documented Legal Acts must be paid (1% of the capital of the indicated company will be paid). This tax is settled in the General Tax Office of the Autonomous Community where the company has its registered office. In certain cases, if this tax has already been paid in the country of origin, it may be exempt.
• Finally, the branch must be registered in the Mercantile Registry that corresponds to the registered office within the month following the granting of the deed. Once it is incorporated, the foreign parent company is obliged to deposit its annual accounts with the Mercantile Registry in which the branch is located. The fiscal regime of the branch will depend on the provisions of the Double Taxation Agreements applicable to the specific case, and, failing that, will be taxed on the Non-Resident Income Tax for all the income obtained in Spain.