Consultation.
Dear Spanish lawyer, we are partners and legal directors of an English Ltd company. We want to start a real estate business and buy properties in Spain. Is it possible to operate in Spain through a Spanish Branch of our English company, without having to set up a Spanish company?.
Answer.
Dear Reader,
Thank you for your legal consultation. It is possible for a foreign company such as an English Limited LTD, to buy a property and start a business and operate commercially through a branch in Spain.
To set up the foreign branch:
.- the administrative organ of the foreign corporation (managers, board of directors etc) must formally agree to the creation of the branch,
.- and appoint a permanent legal representative, whom shall be resident in Spain.
The creation and setting up of the Spanish branch is done through the execution of the corresponding public title deed. Which must be granted before a Spanish public notary, with the statutes and articles of the foreign parent company, the agreement concerning the creation of the branch, etc. All documents must be duly translated and with the Hague Apostille,
The Spanish branch, once set up, must obtain a CIF (Tax Identification Code) in Spain and must be registered with the Spanish Company House, according to the branch’s official company address in Spain.
The main company.
They are subordinate to the principal business, and have no legal personality, therefore they are not a company or corporation different from the main company, although they are registered at the Spanish Company House with their own company number. Therefore, the parent company is always liable for the acts and obligations arising from the activities of the branch.
You should also know that in principle the branches must keep their accounts on its assets and operations, although the foreign principal company (the parent) must also deposit their annual accounts with the Spanish Company House.
Tax.
From a tax point of view, branches in Spain are treated as “non tax resident”, as regulated by the Income tax for non-residents rules. Sometimes, even if the investment through a Spanish branch does not imply at first glance notable tax benefits here in Spain, it could be fiscally beneficial or advantageous to the parent company.
If you need to set up a Spanish company or a branch of the foreign company to acquire a property in Spain, we can help you. Contact Us.
The information provided in this article is not intended to be legal advice, but merely conveys general information related to legal issues.
Carlos Baos (Lawyer)
Spanish Law firm
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