Spain Branch Office

A branch is one way for a company to set up a business in Spain. We can register a Spanish branch office of your company.

Our service will include:

• Ensuring that a copy of the deeds of the foreign company are apostilled, together with a certificate of incumbency or a good standing certificate for the foreign company.
• Translating the documents into Spanish
• Ensuring that the person appointed to administrator the branch has correct fiscal identification in Spain
• Obtaining apostilled Powers of Attorney
• Taking all the documents to the notary, to draw up the incorporation deed
• Obtaining a CIF number for the branch in Spain
• Stamp the deed of registration in the regional tax office
• Lodge the deed of registration in the Mercantile Registry, so the deed can be approved and official publicity can be done

In order to proceed we will need:

• An instruction from the parent company through a board resolution to register a branch.

The board resolution does not need to be legalised, but a Power of Attorney needs to be written, “in the name of the company”, by someone “who is a legal representative of the company”, granting powers to:

Register the branch with the tax authorities

Appoint a director

Lodge the registration documents of the branch with the Registry

• An instruction by the person or people who are going to be directors of the branch. Typically, a personal power will be drafted, instructing us to appoint a person. Should no power be available at the time of incorporation, we need to draft other powers, to indicate acceptance of the post, by the designated director.

If the person or people who are going to be directors are able to be present, when the deed is signed with a notary, they do not need to sign any document, instructing us to sign on their behalf.

Both these powers need to be signed with a notary, and legalised in the respective country, to be used in Spain. We can draft double language versions of these powers.

• A certificate issued by the Spanish consulate, the Commercial Registry or a Notary Public of the foreign company’s home country stating that the company is incorporated
• A copy of the Memorandum and Articles of Association of the foreign company – a sworn translation into Spanish must be prepared
• Certified minutes of the meeting of the shareholders, with details of the capital allocated to the branch, the purpose of the branch and confirmation of the appointment of the legal and tax representatives of the branch
• A bank certificate must be included in the public deed establishing the branch, proving that the working capital assigned to the branch has been credited in the branch’s bank account.

Features of a branch office in Spain

From a tax point of view, branches are permanent establishments of non-resident companies and a Spanish branch is not a separate legal company from its parent. As with an S.L. most types of business activities can be performed by a branch, although the parent company is fully liable for its debts.

The branch must have the same name as the parent company, but adding the words Branch in Spanish – Sucursal en España.

If the parent company’s financial statements are not filed at the Companies Registry of its country of origin, the financial statements of the branch itself must be filed at the Mercantile Registry in Spain.

If you would like to proceed with the registration of a branch office please email us at: home@formacompany.com