BRANCH OFFICE
SET UP

WHAT ARE THE MAIN CHARACTERISTICS OF A BRANCH OFFICE?

  • Does not have its own legal personality (it is the same legal entity as its foreign parent company). Permanent establishments do not have a legal personality independent from the parent company, meaning that the liabilities the branch enters are obligatorily assumed by the foreign parent company with the legal limits set under their respective national law.

 

  • Does not require a minimum share capital or economic allocation at the time of its establishment. Nonetheless, this does not prevent the parent Company from deciding on the attribution of the capital it considers appropriate for its branch.

 

  • The representative of a branch acts as an agent within the limit of the powers granted to him by the parent company. Legal representative is jointly and severally liable in any case of tax debts of the branch, without having to attend the negligence or culpability in its management and without the declaration of the failure of the branch as necessary.

 

  • ACCOUNTS: The foreign company (parent) must deposit in the commercial register of the branch, the annual accounts or, where applicable, the consolidated accounts which have been prepared in accordance with foreign law.

 

  • DEDUCTIONS: As a distinctive feature, a branch may fiscally deduct the corresponding general administration and management expenses.

 

  • TAX RATE: First, the rules of the corresponding Double-Taxation Agreement apply. In its absence, a branch is subject to the Income of Non-Residents for all the income obtained in Spain. The applicable general tax rate being 19 % for residents of other EU countries and 24 % for non-EU residents. No deductible payments made to the central branch in fees, royalties, property rights, interest, commissions, paid in consideration for technical assistance or use of property or rights.

 

  • LAW: Applicable norm is the Mother Company’s country of origin accounting.
ESTABLISHMENT OF BRANCH OFFICE
1. Application of the “no- coincidence” certificate by requesting the company's denomination before the Central Commercial Registry, with proper assessment from our Team on the guidelines and useful tips.

2. Drafting and preparation of the Articles of Association (Corporate Bylaws) according to the Spanish legislation, with assessment to Client.

3. Drafting and preparation of the Establishment of Branch Office, according to the Spanish legislation.

4. Managements and assistance (if necessary) for the opening of the company’s bank account, and obtainment of the deposit certificate with the initial founding capital. (No minimum is required).

5. Assistance on the Client's representation to the execution of the Establishment Deed before a Spanish Public Notary.

6. Obtainment of the provisional and definitive N.I.F. (Número de Identificación Fiscal) by filling and submission of Model 036 before the Tax Agency.

7. Incorporation and registration of the Branch Office before the Commercial Registry Office (anywhere in Spain), by the presentation of the Deed and proper documentation.

8. Drafting and presentation of the MODEL D-1A ‘Declaración de Inversión extranjera en sociedades no cotizadas, sucursales y otras formas de inversión’. Its submission is compulsory in cases of foreign investment (i.e. when a foreigner holds shares of Spanish Company).
MOTHER COMPANY MANAGEMENTS (FOREIGN COMPANY)
1. Drafting and preparation of the certificate with the agreement taken by the shareholders meeting to establish a branch office in Spain.

2. Manage the obtainment of the Good Standing document from the Commercial Registry of the place of origin stating the company's data.

3. Coordination of the legalization and translation of the Good Standing and the Certificate Agreement, along with the Articles of Association.4. Preparation and presentation to the Spanish tax authorities of the standard form for the foreign company's registration in order to obtain the tax identification number NIF (Número de Identificación Fiscal) by filling in MODEL 036, which would require obtaining a Good Standing or similar document from the company´s registry from the country of origin, translated to Spanish and along with the Apostille of the Hague Convention.5. Procedures before the Spanish authorities registering the foreign company's administrators (Número de Identidad Fiscal) by filling and presentation of MODEL 030.
FOREIGNERS ID NUMBER (NUMERO IDENTIFICACION EXTRANJERO)
1. Application in obtaining the NIE (Número de Identidad de Extranjero) by submitting of MODEL EX-14 before the Spanish government authorities.

As well as drafting and preparation of the following documentation required:

· Letter of Motive.
· Certification of passport.


2. Submitting FORM EX-15 before the Spanish government authorities and its subsequent collection on Client's behalf.

The easiest, most flexible way to launch a Branch Office of your business without traveling to Spain.

Everything done remotely! Personalized service adapted to your needs, expectations and goals.

from 995 €

Our services also include advice about the most suitable legal structure for your business, taking into account details such as the size of the company, the number of shareholders, the purpose of the business, and other issues that will have an impact on the associated taxes.

Shield your personal assets from business liabilities

The flexibility to run your business as you wish

Plus Notary and Registry Costs

WHAT DOES THE BRANCH OFFICE FORMATION SERVICE INCLUDE?

We will act on your behalf in the following mandatory procedures for setting up a Branch Office in Spain from your foreign mother company:

  • Obtaining Mother Company’s Tax ID Number (& Digital Certificate)
  • Open bank account to the company’s name
  • Signing of the Establishment Deed at the Notary Office
  • Register the Incorporation Deed before the Company’s Office
  • Payment of Notary and Commercial Registry fees included
ESTABLISHMENT OF BRANCH OFFICE
1. Application of the “no- coincidence” certificate by requesting the Company's denomination before the Central Commercial Registry, with proper assessment from our Team on the guidelines and useful tips.

2. Drafting and preparation of the Articles of Association (Corporate Bylaws) according to the Spanish legislation, with assessment to Client.

3. Drafting and preparation of the Establishment of Branch Office, according to the Spanish legislation.

4. Managements and assistance (if necessary) for the opening of the Company’s Bank account, and obtainment of the deposit certificate with the initial founding capital. (No minimum is required).

5. Assistance on the Client's representation to the execution of the Establishment Deed before a Spanish Public Notary.

6. Obtainment of the provisional and definitive N.I.F. (Número de Identificación Fiscal) by filling and submission of Model 036 before the Tax Agency.

7. Incorporation and registration of the Branch Office before the Commercial Registry Office (anywhere in Spain), by the presentation of the Deed and proper documentation.

8. Drafting and presentation of the MODEL D-1A ‘Declaración de Inversión extranjera en sociedades no cotizadas, sucursales y otras formas de inversión’. Its submission is compulsory in cases of foreign investment (i.e. when a foreigner holds shares of Spanish Company).
MOTHER COMPANY MANAGEMENTS (FOREIGN COMPANY)
1. Drafting and preparation of the Certificate with the agreement taken by the Shareholders meeting to establish a Branch office in Spain.

2. Manage the obtainment of the Good Standing document from the Commercial Registry of the place of origin stating the Company's data.

3. Coordination of the legalization and translation of the Good Standing and the Certificate agreement, along with the Articles of Association.4. Preparation and presentation to the Spanish Tax authorities of the standard form for the foreign Company's registration in order to obtain the tax identification number NIF (Número de Identificación Fiscal) by filling in MODEL 036, which would require obtaining a Good Standing or similar document from the Companies Registry from the country of origin, translated to Spanish and along with the Apostille of the Hague Convention.5. Procedures before the Spanish authorities registering the foreign Company's Administrator´s (Número de Identidad Fiscal) by filling and presentation of MODEL 030.
FOREIGNERS ID NUMBER (NUMERO IDENTIFICACION EXTRANJERO)
1. Application in obtaining the NIE (Número de Identidad de Extranjero) by submitting of MODEL EX-14 before the Spanish government authorities.

As well as drafting and preparation of the following documentation required:

· Letter of Motive.
· Certification of passport.


2. Submitting FORM EX-15 before the Spanish government authorities and its subsequent collection on Client's behalf.

HOW IS THIS DONE?

Through a Power of Attorney, which is a document that is legally binding and grants an individual (or group of individuals) the right to act on behalf of a person for the stipulated tasks or responsibilities that are outlined within the Power of Attorney. It contains advanced provisions to better protect you. You choose when it takes effect and which powers/authorities to grant.

The Power of Attorney can be signed in Spain but also at a Notary’s office in your country. In the latter case, the Apostille of the Hague Convention stamp would be mandatory.

According to Spanish normatives you will have to provide the following documentation from the foreign company (Mother Company):

  • Good Standing certificate issued from the Commercial Office
  • Copy of Company’s Bylaws

Important: Includes obtaining of one NIE Number.

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