Contrato de agencia comercial (commercial agency agreement)

Contrato de agencia comercial (commercial agency agreement) is filed with Documento privado entre las partes (recomendable forma escrita, art. 22). With Managora you do it 100% online: you answer a few questions, sign a digital mandato (power of representation) and we draft, sign and file your application for you. Estimated total cost: €149 to €149. Official tasa (government fee): IVA (VAT) 21% on commissions. If the agent is an individual: IRPF (income tax) withholding of 7%/15%. No AJD (stamp duty) or ITP (transfer tax).

We draft your agency agreement (Ley 12/1992, which transposes Directive 86/653/CEE), under which the agent, an INDEPENDENT intermediary, undertakes to promote commercial transactions for the principal on a CONTINUOUS and STABLE basis. We set the exclusive territory or customer group (art. 12, with indirect commission), the forms of remuneration (arts. 11-15), the notice period for termination (art. 25: 1 month per year, up to a maximum of 6 months), the post-contractual non-compete covenant (art. 20: a maximum of 24 months, with compensation) and the mandatory goodwill (clientela) indemnity (art. 28) and damages indemnity (art. 29). We also flag the risk of a disguised employment relationship (art. 2 and RD 1438/1985).

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Estimated total cost: €149 to €149
Managora's fee: €180.29 (21% VAT incl.)
Tasa (official government fee): IVA (VAT) 21% on commissions. If the agent is an individual: IRPF (income tax) withholding of 7%/15%. No AJD (stamp duty) or ITP (transfer tax). (suplido: paid to the authority on your behalf, no VAT)
Processing time: Signed immediately.
Where it is filed: Documento privado entre las partes (recomendable forma escrita, art. 22) ↗
What you receive: Application

Cost breakdown: Our fee 149 €. No AJD or ITP: IVA at 21 % and the withholding are then applied to the agent's commissions..

Contrato de agencia comercial (commercial agency agreement): how is it filed?

1Answer the questions in the chat (about 8-10 minutes).
2Nature test: we distinguish between agency, commission, distribution and a disguised employment relationship.
3We configure: territory, exclusivity, commission, notice period, non-compete and the goodwill indemnity.
4Payment of 149 € for our fee.
5Sign the mandate from your mobile.
6We give you the contract plus a legal report setting out the agent's mandatory rights in detail.

Which documents do you need?

•CIF / DNI of the principal and of the agent.
•If the agent is an individual: registration with RETA, the self-employed Social Security scheme (Modelo 036/037).
•Catalogue, sample range or price list to be given to the agent.
•Information on the existing sales network (other agents, territories, and so on).
•The agent's historic remuneration figures (if this is a renewal), to calculate the art. 28 indemnity.

Legal basis and things to bear in mind

Framework: Ley 12/1992, Directive 86/653/CEE, RD 1438/1985 (employed sales representatives) and EU Regulation 2022/720 (vertical agreements).
Nature: an INDEPENDENT intermediary carrying out a STABLE, lasting activity. It is NOT an employment relationship.
Employment warning: if the agent is an individual who is not self-employed and works under the principal's direction, there is a risk of reclassification as an ordinary employment relationship or as one under RD 1438/1985.
No particular form is required, oral or written (art. 22). Either party may demand that it be put in writing.
Remuneration: fixed, commission-based or mixed (art. 11). It accrues under art. 14: when the principal performs, or when it should have performed.
Indirect commission (art. 12): an agent with exclusivity over a territory or customer group earns commission on EVERY sale closed within that scope.
Notice (art. 25): 1 month per year in force, up to a maximum of 6 months.
GOODWILL INDEMNITY (art. 28): MANDATORY. The maximum is the average annual remuneration over the last 5 years. Time limit to claim: 1 year (art. 31).
DAMAGES INDEMNITY (art. 29): where unilateral termination by the principal prevents the agent from recouping their costs.
POST-CONTRACTUAL NON-COMPETE (art. 20): a maximum of 24 months, limited by territory, customers and products, and with compensation.
CJEU judgment of 9/11/2000 in Ingmar and Supreme Court judgment of 30/4/2012: the goodwill indemnity is a matter of European public policy.
Natural connections: contrato_comision_mercantil (a one-off assignment), contrato_distribucion (acting on one's own account), contrato_mediacion_corretaje, alta_autonomo_modelo_036.

Contrato de agencia comercial (commercial agency agreement): frequently asked questions

Contrato de agencia comercial (commercial agency agreement): how much does it cost?

The estimated total cost (our fee + official tasas and taxes) is €149 to €149: Our fee 149 €. No AJD or ITP: IVA at 21 % and the withholding are then applied to the agent's commissions.. Managora's fee is €180.29, 21% VAT included (€149.00 net + €31.29 VAT). The official tasa charged by the authority (a suplido paid on your behalf, no VAT) is: IVA (VAT) 21% on commissions. If the agent is an individual: IRPF (income tax) withholding of 7%/15%. No AJD (stamp duty) or ITP (transfer tax)..

Contrato de agencia comercial (commercial agency agreement): how long does it take?

Signed immediately.

Contrato de agencia comercial (commercial agency agreement): which documents do I need?

You need to have to hand: CIF / DNI of the principal and of the agent., If the agent is an individual: registration with RETA, the self-employed Social Security scheme (Modelo 036/037)., Catalogue, sample range or price list to be given to the agent., Information on the existing sales network (other agents, territories, and so on)., The agent's historic remuneration figures (if this is a renewal), to calculate the art. 28 indemnity.. You do not upload them here: we collect the details through the guided chat.

Who files the procedure?

Managora files it in your name with Documento privado entre las partes (recomendable forma escrita, art. 22). You only provide the details through the chat and sign a mandato (power of representation); we prepare, sign and register it.

Can it be done online?

Yes. The whole process is online: you answer a few questions in the guided chat, sign a simple mandato on screen and receive the receipt and the official documents by email, with full legal validity.

Related procedures

Based on the legislation in force and on the official site of the competent authority: Documento privado entre las partes (recomendable forma escrita, art. 22) ↗.

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