Establishing a
foreign company
in Navarra

The first decision a foreign investor or entrepreneur must make before starting their business in Navarra is regarding the legal form of their new activity. Understanding the different options provided by the regulations is important, both for tax and state liability purposes, as well as in relation to the expectations of the foreign entrepreneur regarding their residence in Spain.

This environment favours the creation of start-ups and the attraction of talent to our region.

The most common ways for a foreign
company to operate in our region are:

Spanish company with its own legal personality. The most used forms of company are:

· Public limited company (S.A. in Spanish)

· Limited liability company (S.L. in Spanish)

Branch or subsidiary.

Natural person. Development of the business or professional activity directly by the natural person.

Joint venture or business cooperation. Partnerships with other entrepreneurs already established in Spain. Under Spanish law, different forms of joint venture can be distinguished. The most important are:

· Joint Venture (U.T.E. in Spanish)

· Economic Interest Group (A.I.E. in Spanish)

The most used forms are public liability company and limited liability company.
In both cases, the procedures for creating a company are:

THINK OF A NAME AND FIND OUT IF IT IS AVAILABLE

REQUEST A TEMPORARY TAX ID NUMBER

Application to the Central Companies Registry by the interested party or their authorised representative (up to 3 alternative company names may be included, in order of preference). The Central Companies Registry will issue a name reservation certificate for the new company. The name reservation will last for six months from the date of issue. However, the negative certification will be valid for three months for the purposes of granting the deed, as of its date of issue by the Central Companies Registry. Once the certification has expired, an application can be made to renew it with the same name. The application should be submitted with the expired certification.

OPEN A BANK ACCOUNT IN YOUR COMPANY'S NAME

Opening of a bank account in the name of the entity for the disbursement of the share capital. Once the shares have been disbursed by the founding partners, the bank must issue the disbursement certificates.

BENEFICIAL OWNERSHIP DEED

The founding partners must grant before a notary a beneficial owner deed of statements in compliance with Law 10/2010, of 28 April.

GRANTING OF THE DEED BEFORE A NOTARY

Before a notary public, the constituent partners will grant a public deed indicating and including:

Proof of the identity of the founding partners
Statement on the beneficial owner
Negative certification of company name
Company by-laws

APPLICATION FOR REGISTRATION OF THE REGISTERED OFFICE IN THE COMPANIES REGISTRY

The deed of incorporation will be submitted (i) electronically by the notary or (ii) in person by the interested party.

DEADLINE FOR ENTRY AND REGISTRATION IN THE COMPANIES REGISTRY

OBTAIN DEFINITIVE TAX ID NUMBER

CENSUS PROCEDURES FOR TAX AND WORK PURPOSES

• Registration for the purposes of the Tax on Economic Activities

• Registration for the purposes of Value Added Tax (VAT)

• Obtaining the opening/operating licence, or, as applicable, sufficient qualification to carry out the activity before the City Council and/or the corresponding state/autonomous administration.

REGISTRATION OF THE COMPANY AND MANAGING PARTNER IN THE SOCIAL SECURITY SYSTEM