The deed of incorporation is an essential document in the process of setting up a company in Spain. This public instrument, executed before a notary, formalises the existence of the entity and regulates key aspects such as the identity of the partners, the corporate purpose and the share capital. In this article we explain everything you need to know about this process, updated according to the latest regulations.
What is the Memorandum of Association?
The deed of incorporation is the official document that gives legal life to a company. It is executed before a notary and subsequently registered in the Commercial Register, which gives the company full legal validity.
It includes essential elements such as:
- The company name.
- The founding partners.
- The distribution of holdings or shares.
- The articles of association, which regulate the internal functioning of the company.
Types of companies that require a Memorandum of Incorporation
In Spain, the deed is compulsory for all commercial companies, such as:
- Limited Liability Companies (SL).
- Public Limited Companies (SA).
- Limited Partnerships (Sociedades Comanditarias).
- Worker Owned Companies.
Requirements prior to incorporation
Before going to the notary, you must complete certain essential steps:
- Choice of Company Name
Apply for the Negative Certificate of Company Name at the Central Mercantile Register. This certificate guarantees that the name is not registered by another company.
- Contribution of Share Capital
- For an SL, the minimum capital required is now 1 euro, according to Law 18/2022, although with certain limitations up to 3,000 euros.
- For an SA, the minimum is 60,000 euros, of which at least 25% must be paid up at the time of incorporation.
- Drafting the Articles of Association
The articles of association are the internal rules of the company, and must include:
- The corporate purpose (main activity).
- The registered office.
- The duration of the company.
- The management structure.
- Obtaining the Provisional CIF
Apply for the provisional Tax Identification Code (CIF) at the Tax Agency to start the company’s activity.
Content of the Memorandum of Association
The Memorandum of Association must include the following:
- Identification of the Founding Partners
The name, surname(s) and DNI/NIE of the partners (natural persons) or the CIF and company name (if they are legal persons).
- Company name
It must coincide with the name registered in the certificate issued by the Central Mercantile Register.
- Corporate purpose
The main economic activity to be carried out by the company is detailed.
- Share capital
- Amount of share capital.
- Type of contribution (money, goods or rights).
- Distribution of shares among the partners.
- Registered Office
The address of the head office is specified.
- Articles of Association
Rules governing the internal functioning of the company, including the management structure and relations between partners.
- Appointment of directors
This identifies the persons responsible for the management of the company (sole, joint and several or joint administrators).
Procedure for Signing and Registering the Deed
- Signing before a Notary
Once all the documentation has been completed, the founding partners must go to a notary’s office to sign the deed.
- Payment of Transfer Tax and Stamp Duty (ITP-AJD)
Although the incorporation of companies is exempt from this tax, it is compulsory to present Form 600 to formalise the exemption.
- Registration in the Mercantile Register
The notary will send the deed to the corresponding Mercantile Register, where the company will acquire legal personality.
- Obtaining the definitive CIF
After registration, the definitive CIF is requested from the Tax Agency.
Tips for an Efficient Incorporation
- Check the Availability of the Name: Make sure that the name is available before starting other procedures.
- Clearly define the corporate purpose: This avoids legal problems in the future.
- Provide the Required Capital: If the capital is less than 3,000 euros, remember to comply with the limitations imposed.
- Get professional advice: A specialised lawyer will help you avoid mistakes and ensure compliance with regulations.
The deed of incorporation is a key step in setting up a company in Spain. With recent legal changes, the process has become more accessible and streamlined, especially for small companies. However, it is essential to comply with all legal requirements and to have professional advice.
At Gutiérrez Pujadas & Partners, we offer specialised services for company incorporation, ensuring that every step is carried out in accordance with current regulations. Contact us for more information or to start your business project with complete confidence.