Setting up a foreign company in Spain: subsidiary or branch

Setting up a foreign company in Spain: subsidiary or branch is filed with Notaría, Registro Mercantil de la provincia, Agencia Tributaria y Registro de Inversiones. 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. The price is closed once we have seen your case: we send you a fixed quote, free and with no obligation. Official tasa (government fee): The procedures we carry out have no tasa (official fee): the NIF, the census registration, the D-1A and the power of attorney are free. On top of that, and always payable by you, come the notary's fees, the Registro Mercantil (Companies Register) charges and, for the subsidiary, the name certificate from the Registro Mercantil Central (Central Companies Register); the apostilla (Hague Apostille) or legalisation, which is done in its country, and the traducción jurada (sworn translation) into Spanish of the parent company's documents, which must be done by a sworn translator recognised in Spain or by the Spanish consulate (a certified translation made in its country is not valid); and the NIE fee (Modelo 790, code 012) if someone applies for the NIE instead of the NIF starting with M.

This procedure is quoted case by case, not sold at a list price

the work depends on whether it is a subsidiary or a branch, on how many shareholders and directors there are, on how many people need a Spanish tax number, on the chain of control up to the beneficial owner and on the documents from your country. With your answers we confirm the fixed quote in writing before we start. Tell us about your case and we will look at it: the quote is free and without obligation, and we confirm it in writing before we start.

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We set up your foreign company's legal presence in Spain from start to finish, remotely: the subsidiary (a Spanish sociedad limitada) or the branch, with its deed before a notary and its registration at the Registro Mercantil (Companies Register); the parent company's NIF and the Spanish tax number (NIE or an NIF starting with M) of its directors and of whoever signs; the registration of the new company or branch with Hacienda (modelo 036); the identification of its beneficial owner; the declaration of the investment to the Registro de Inversiones (form D-1A); and your power of attorney at the Agencia Tributaria so that we can file and receive notifications on your behalf. Before anything is signed, we check whether the investment needs prior authorisation. We work in Spanish and English.

Practical guide: Opening a branch of a foreign company in Spain: registration and obligations. Requirements, deadlines and the steps, explained.

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What we charge you: €3,993
Managora's fee: €3,993.00 (21% VAT incl.)
Tasa (official government fee): The procedures we carry out have no tasa (official fee): the NIF, the census registration, the D-1A and the power of attorney are free. On top of that, and always payable by you, come the notary's fees, the Registro Mercantil (Companies Register) charges and, for the subsidiary, the name certificate from the Registro Mercantil Central (Central Companies Register); the apostilla (Hague Apostille) or legalisation, which is done in its country, and the traducción jurada (sworn translation) into Spanish of the parent company's documents, which must be done by a sworn translator recognised in Spain or by the Spanish consulate (a certified translation made in its country is not valid); and the NIE fee (Modelo 790, code 012) if someone applies for the NIE instead of the NIF starting with M.
Processing time: There is no single timeframe. What usually takes longest is gathering, in the parent company's country, the signed documents with their apostille or legalisation and translation, and that depends on the country. Once you have them, the Agencia Tributaria has 10 days to give the parent company its NIF, the name certificate arrives within a few days, the signing depends on the notary's diary and the Registro Mercantil has 15 days from filing to register. If the investment needs prior authorisation, the Government has 3 months to decide and it comes before everything else. We give you the timetable for your case at the start.
Where it is filed: Notaría, Registro Mercantil de la provincia, Agencia Tributaria y Registro de Inversiones ↗
What you receive: Application

Cost breakdown: Fixed quote in writing before we start, from €3,993.00 (21% VAT incl.) for the standard set-up: the foreign company as sole shareholder of the subsidiary (or a branch), a cash contribution, up to two people needing a Spanish tax number and the company controlled by individuals, directly or through one intermediate company. With more shareholders, bespoke articles of association, a board of directors, more people without a tax number, a contribution in assets or a longer chain of control, the quote is set for your case. If the client is a company established outside Spain, no Spanish VAT: from €3,300. Arranging the signing before a notary, if you ask us to, adds €50 including VAT, and the DP-1 prior declaration, if the investment comes from a tax haven, is added to the quote. Separately, and payable by you: the notary's fees, the Registro Mercantil (Companies Register) charges, the name certificate, the apostilla (Hague Apostille) or legalisation and the traducción jurada (sworn translation), which you pay directly.

Setting up a foreign company in Spain: subsidiary or branch: how is it filed?

1You tell us about your case by answering these questions: subsidiary or branch, who controls your company, its shareholders and directors, and what it will do in Spain. If your case first needs an authorisation from the Spanish Government, or if with a branch you will not have anyone resident in Spain, we tell you before quoting.
2We confirm the fixed quote in writing before we start, from €3,993.00 (21% VAT incl.), and whoever can bind your company signs the engagement letter and the mandate from their phone. Payment is by bank transfer; if your company is established outside Spain, without Spanish VAT.
3First: we identify your company and its beneficial owner, as the law requires of us, check whether the investment needs prior authorisation or a prior declaration and send you the exact list of documents, with the two-language text of your company's resolution and, if needed, of the power of attorney.
4You sign those documents before a notary in your country, obtain their apostilla (Hague Apostille) or legalisation, order their traducción jurada (sworn translation) and upload them to your case file. Before you request the apostilla, we check the texts with the Spanish notary so that you do not have to repeat them.
5We obtain your company's NIF (it starts with N), the Spanish tax number of your directors and of whoever signs (NIE or an NIF starting with M) and, for the subsidiary, the name certificate from the Registro Mercantil Central.
6We draft the deed and articles of association of the subsidiary, or the branch deed, form D-1A for the Registro de Inversiones and the declaration of your beneficial owner, and arrange the signing with the notary or the consulate.
7After the signing: NIF of the new company or branch, registration with Hacienda on modelo 036, registration at the Registro Mercantil and the D-1A at the Registro de Inversiones within the following month.
8We register your power of attorney in our favour at the Agencia Tributaria, so that we can file and receive your electronic notifications on your behalf, and we leave in your case file the registered deed, the NIFs and all the receipts.

Which documents do you need?

•A recent certificate from the foreign company's register showing that it exists, its registered office and its directors, with apostilla (Hague Apostille) or legalisation and traducción jurada (sworn translation).
•For a branch: the foreign company's current articles of association, with apostilla or legalisation and traducción jurada.
•Resolution of the foreign company's board deciding on the subsidiary or the branch, signed before a notary in its country and apostilled or legalised. We give you the text, in two languages.
•If someone else signs the deed: power of attorney from the company in their favour, granted before a notary in its country, apostilled or legalised and translated. We give you the text, in two languages.
•Passport of each director or of the permanent representative, of whoever signs the deed and of whoever signs this engagement.
•Documents showing who controls the company: its register of members or shareholders (and that of each intermediate company) and the passport of each beneficial owner.
•If there are other shareholders: their identity document or, if they are companies, their register certificate and their board's resolution.
•Contract or title for the address in Spain.
•After the signing: the mandate from the new company or branch and the power of attorney in our favour for the Agencia Tributaria, which we prepare for you.

Prerequisites we also handle for you

And whatever a third party provides, we arrange it

Notary: signing a deed or a notarial actArranging the signing costs 50 € more (VAT included), added to the price of this procedure. The notary's own fee is paid by you separately.
Traducción jurada (sworn translation) into Spanish
Apostilla or legalisation of a foreign document

You do not have to look for anyone: we coordinate it. As it is provided by a third party it is quoted separately and does not go inside the price of this procedure, and we tell you the amount before ordering it.

Legal basis and things to bear in mind

Spain does not require a local partner: the foreign company can be the sole shareholder of its subsidiary, and the directors do not need to be shareholders or live in Spain. It does require presence: the company's NIF, a Spanish tax number for whoever signs and for the directors, tax registration, the declaration to the Registro de Inversiones and an identified beneficial owner.
Subsidiary or branch. The subsidiary is a Spanish company: the foreign company is not liable for its debts and the subsidiary does not need a tax representative. The branch has no legal personality of its own: the company is liable for what it does and, if it is from outside the European Union (except Norway, Iceland and Liechtenstein), must appoint before the tax authorities a person resident in Spain to represent it for Non-Resident Income Tax, who is jointly liable for that tax. We do not take on that role: your permanent representative does, if resident here, and we file everything as attorneys.
Prior authorisation. If the company is from outside the European Union and EFTA (or someone from outside controls it with more than 25%) and the activity touches a strategic sector, or if a government from outside the European Union controls it, the investment may need authorisation from the Spanish Government before it is made, and without it the company would not be valid. We check this before anything is signed; that authorisation is not included and is quoted separately.
Registro de Inversiones. The subsidiary or the branch is declared in the following month on form D-1A: if signed before a Spanish notary, the notary files it with the file we prepare. If the investment comes from a tax haven, it is also declared beforehand (form DP-1). The annual report D-4, required if the capital, allocated funds or net equity exceed 3 million euros, is not included.
VAT. If the client is a company established outside Spain, our fees carry no Spanish VAT: you pay the base and your invoice says so. With VAT if the client is an individual or a company established in Spain.
Not included, and charged separately: the notary's fees and the Registro Mercantil charges, the apostilla or legalisation and the traducción jurada of the company's documents, visas and residence and work permits for staff, prior authorisation of the investment, the D-4 report, registering the company with the Seguridad Social, bookkeeping and later taxes (VAT, Corporate Income Tax and filing of accounts). We do not provide a registered office or an address for notifications, we are not directors, shareholders or permanent representative, and we do not sign the deed on behalf of your company.
We work in Spanish and English, in writing and remotely. Your company's documents are signed by you in your country; only whoever signs the deed has to come to Spain, unless an attorney already here signs or it is signed before the consul.

Setting up a foreign company in Spain: subsidiary or branch: frequently asked questions

Setting up a foreign company in Spain: subsidiary or branch: how much does it cost?

This procedure has no fixed price on the website: the work depends on whether it is a subsidiary or a branch, on how many shareholders and directors there are, on how many people need a Spanish tax number, on the chain of control up to the beneficial owner and on the documents from your country. With your answers we confirm the fixed quote in writing before we start. Tell us about your case and we will send you a fixed quote, free and with no obligation. We study it ourselves: you do not have to look for anyone else. The official tasa charged by the authority (a suplido paid on your behalf, no VAT) is: The procedures we carry out have no tasa (official fee): the NIF, the census registration, the D-1A and the power of attorney are free. On top of that, and always payable by you, come the notary's fees, the Registro Mercantil (Companies Register) charges and, for the subsidiary, the name certificate from the Registro Mercantil Central (Central Companies Register); the apostilla (Hague Apostille) or legalisation, which is done in its country, and the traducción jurada (sworn translation) into Spanish of the parent company's documents, which must be done by a sworn translator recognised in Spain or by the Spanish consulate (a certified translation made in its country is not valid); and the NIE fee (Modelo 790, code 012) if someone applies for the NIE instead of the NIF starting with M..

Setting up a foreign company in Spain: subsidiary or branch: how long does it take?

There is no single timeframe. What usually takes longest is gathering, in the parent company's country, the signed documents with their apostille or legalisation and translation, and that depends on the country. Once you have them, the Agencia Tributaria has 10 days to give the parent company its NIF, the name certificate arrives within a few days, the signing depends on the notary's diary and the Registro Mercantil has 15 days from filing to register. If the investment needs prior authorisation, the Government has 3 months to decide and it comes before everything else. We give you the timetable for your case at the start.

Setting up a foreign company in Spain: subsidiary or branch: which documents do I need?

You need to have to hand: A recent certificate from the foreign company's register showing that it exists, its registered office and its directors, with apostilla (Hague Apostille) or legalisation and traducción jurada (sworn translation)., For a branch: the foreign company's current articles of association, with apostilla or legalisation and traducción jurada., Resolution of the foreign company's board deciding on the subsidiary or the branch, signed before a notary in its country and apostilled or legalised. We give you the text, in two languages., If someone else signs the deed: power of attorney from the company in their favour, granted before a notary in its country, apostilled or legalised and translated. We give you the text, in two languages., Passport of each director or of the permanent representative, of whoever signs the deed and of whoever signs this engagement., Documents showing who controls the company: its register of members or shareholders (and that of each intermediate company) and the passport of each beneficial owner., If there are other shareholders: their identity document or, if they are companies, their register certificate and their board's resolution., Contract or title for the address in Spain., After the signing: the mandate from the new company or branch and the power of attorney in our favour for the Agencia Tributaria, which we prepare for you.. 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 Notaría, Registro Mercantil de la provincia, Agencia Tributaria y Registro de Inversiones. 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: Notaría, Registro Mercantil de la provincia, Agencia Tributaria y Registro de Inversiones ↗.

Managora Gestion SL (company number B88823893) is a private company. We are not Notaría, Registro Mercantil de la provincia, Agencia Tributaria y Registro de Inversiones, we are not affiliated with, authorised or endorsed by any public authority, and this website is not an official government portal. What you pay on this page is our fee for preparing, signing and filing the procedure on your behalf: it is separate from the official tasa, which where applicable belongs to the authority and is shown to you separately. You can carry out this procedure yourself, directly with Notaría, Registro Mercantil de la provincia, Agencia Tributaria y Registro de Inversiones.

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