At Gutiérrez Pujadas & Partners we are experts in legal advice and comprehensive legal assistance at national and international level, specializing in different areas: labor, commercial and corporate, tax, civil and administrative. In addition, as international legal advisors, we specialize in commercial operations and transactions.
We offer our clients a personalized attention, which is useful and practical to face legal situations with the most appropriate resources. We offer our services as legal advisors in Barcelona and Spain.
A Legal Counseling, is one that is responsible for providing information and guidance to companies and individuals to solve all those issues related to the application of rules, laws and regulations in law.
Because the current dynamic world in which we live is bound by legal frameworks and structures, and the established laws that surround us are constantly changing, it is necessary and essential to have legal advice and have an allied figure who understands the finer details and treats them with skill and commitment to ensure a prosperous financial growth.
Thus, the figure of a legal advisor or lawyer, defends the interests in all types of legal proceedings and is present, both in individuals and companies, when compliance with the law and other regulations is required.
At Gutiérrez Pujadas & Partners, we believe that it is essential to have a comprehensive and continuous advice in order to anticipate possible conflicts that may arise, giving them an effective and decisive solution.
The only requirement for starting a business in Spain is to be a legal resident, while the steps for setting up a company are the same regardless of whether you are a foreigner or not.
To obtain residency for individuals, it will be sufficient to obtain the NIE, while for legal entities it will be done through the NIF.
The first step is to register the name of the company in the Central Mercantile Register and request a negative certificate of company name to prove that the name chosen does not coincide with any other existing company.
The second step is to open a bank account in the name of the company and deposit the minimum initial capital, which is 3,000 euros.
The third step is to draw up the Articles of Association, which must include the name of the company, the corporate purpose, the registered office, the share capital and the shares into which it is divided with their corresponding nominal value, and the company’s administration system.
The fourth step is the signing of the public deed of incorporation in the presence of a notary.
The fifth step is the formalities with the tax authorities, which include obtaining the N.I.F. (tax identification number), registering for the Business Activity Tax (IAE) or the census declaration.
The sixth step is to register with the Mercantile Register, for which a copy of the provisional NIF, the original deed of incorporation of the company and the certification of the company name will be required.
The eighth and final step is to obtain the definitive N.I.F., which will be available two months after the provisional N.I.F. was applied for.
Once these steps have been completed, you will be able to start operating your new business.
Both Value Added Tax (VAT) and Transfer Tax and Stamp Duty (ITP and AJD) are levied on the transfer of goods and rights. VAT is applied when the transferor is a businessman or professional in the exercise of his activity and the transfer of property for valuable consideration (TPO) of the tax on transfer of property and documented legal acts (ITPAJD) is applied when the sale of a property is between private individuals.
A fundamental difference that stands out between the two taxes is that there is the possibility of deducting VAT in the corresponding declaration or liquidation when it is borne by the businessman, a situation that does not exist in the case of the amounts paid for the Transfer of Property for a consideration (TPO) of the ITPAJD.
Furthermore, in cases where the party transferring the property is a businessperson or professional, they will also be taxed through the gradual quota of the modality of documented legal acts (AJD) when: it is granted in a public deed, its object is a valuable amount or thing, it contains acts or contracts that can be registered in the property, mercantile, personal property and Patent and Trademark Office registers, and also, when it is not subject to the TPO or corporate operations modalities of the ITPAJD, nor to the inheritance and gift tax.
If the transaction is subject to but exempt from VAT, it is subject to TPO (except for the waiver of the exemption provided for in Article 20.2 of the VAT Law).
Therefore, the sale of real estate included in the transfer of business or professional assets is subject to OCT, and not to VAT, when the circumstances of Article 7.1r of the VAT Law are met.
Through a family or business holding company, a structure is created whereby one company holds shares in other companies that will be subsidiaries. This means that management is simplified, the tax burden is reduced and responsibilities are separated.
As is usual with the passage of time, companies are faced with numerous changes, a situation that requires continuous monitoring. For these reasons, creating a holding company will allow you to restructure the corporate structure in a definitive manner, with relative simplicity and without major additional investment, in addition to the advantage that the partners can organise their assets around a single company.
On the other hand, the creation of a corporate structure expands the operational possibilities and efficiency of the various operations. By centralising all services from the parent company, you can avoid duplication of procedures, optimising costs and benefiting from economies of scale.
In addition to the above, the holding company stands out for its tax advantages, which will largely depend on whether or not it is eligible for the tax consolidation regime. This will depend on the shareholding of the parent company, which must be at least 75% in order to be treated as a single taxpayer for corporate income tax purposes. In this way, the taxpayer will be the parent company. This is very favourable for offsetting profits and losses between the companies forming the group, with the parent company assuming responsibility for the tax payment.
Tax consolidation is not the only advantage it offers. Other advantages include the possibility of reinvesting the companies’ profits at a minimum tax cost, facilitating the application of the exemption from wealth tax and inheritance and gift tax, and also reducing the tax burden in the event of a sale to a third party investor.