Forming a company is a complex process that requires attention to multiple details, from choosing the legal structure to complying with legal and tax obligations.
An essential first step is choosing the appropriate legal structure for the company. This decision has direct implications on the partners’ liability, the minimum required capital, and the possibilities for financing. For example, a Limited Liability Company (hereinafter, “ Ltd”) is ideal for projects with a small number of partners. With a minimum capital of 3,000 euros, it offers flexibility and allows limiting the partners’ liability to the amount contributed. On the other hand, a Public Limited Company (hereinafter, “ PLC”) is more suitable for larger projects or those that require attracting external investments, as its shares are freely transferable. However, the minimum capital amounts to 60,000 euros, and its structure is more rigid compared to the S.L.
The incorporation process includes several mandatory steps. First, it is necessary to grant a public deed of incorporation before a notary, which must include the articles of association. These statutes are fundamental because they regulate the internal organization of the company and aspects such as administration and the rights of the partners. Once the deed is drafted, it must be registered in the Commercial Register, granting the company legal personality. Additionally, it is essential to obtain a Tax Identification Number (hereinafter, a * NIF”), which allows the company to operate legally, conduct financial transactions, and fulfill its tax obligations.
In the labor field, the company must register with Social Security before hiring employees. This includes assigning a contribution account code and enrolling the workers in the Social Security system. Additionally, it is mandatory to establish a workplace risk prevention system and, depending on the size and activity of the company, adopt specific measures to ensure the safety and health of employees.
Another key aspect is tax compliance. Every company must register in the business registry by submitting Form 036. This document allows obtaining the NIF, choosing the applicable tax regime, and registering the economic activity the company will carry out. Additionally, although many companies are exempt from the Business Activity Tax (hereinafter the ” IAE”) during the first two years, it is mandatory to declare the relevant activities and, in some cases, pay this tax.
Trademark protection is another crucial element, although not mandatory. Registering the trademark grants exclusive rights to its use and prevents third parties from taking advantage of it. This is especially important if the company plans to operate in several countries, as national registration only protects within the corresponding territory. In these cases, it is advisable to opt for a European Union trademark or an international trademark, depending on the scope of the operations.
Other aspects to consider include the clear definition of the company’s corporate purpose, which must be reflected in the articles of association and will determine the permitted economic activities. Likewise, the choice of the registered office is relevant not only to identify the competent commercial registry but also to determine the applicable jurisdiction. As for the founding partners, it is possible to establish a single-member company, which facilitates the startup of the project even with a single promoter.
With the right support, this process can be much smoother and safer. If you need advice, at Cysae we can help you establish your company efficiently and in compliance with current regulations. Contact us!
