Any established foreign company may create a branch in Spain, which will operate in our country with the name of the parent company followed by “Sucursal en España” (e.g., the branch in Spain of Money Limited would be Money Limited, Sucursal en España).
A branch is not a separate legal entity, thus it is fully dependent of the foreign head office, which will be fully responsible for all liabilities incurred by the Spanish branch office. However, it must keep its own accounting books and comply with its tax or Social Security obligations as any limited liability corporation (CIT, VAT, personal income tax withholdings, Social Security charges, etc).
The choice between setting up a branch or incorporating a company will depend on a number of factors such as the size of the investment, commercial considerations, expected turnover, etc. We can provide you the best advice on the most convenient structure for your business
Steps for setting up a branch office:
- The Board of Directors or governing body of the foreign head office must issue a formal resolution approving the setting up of a branch office in Spain.
- This resolution must be legalized through a notarial authority, which may be a Notary of the country of origin (in which case the document must be and stamped with the apostille of The Hague), a Spanish notary or a Spanish consulate in the country of origin.
- The resolution shall establish at least the domicile of the branch, its activities, tax year, start-up capital (if any), and the identity of its legal representatives and fiscal representative (which must be resident in Spain).
- The legalised resolution, along with a certificate of incorporation and the bylaws of the company shall be translated into Spanish through an official translator.
- The whole set of documents must be registered in the Trade Register.