The foreign investor can operate in Spain through a branch office, which will never have its own legal personality; hence, it will depend entirely on its parent company, so that the legal personality will always be that of the parent company itself. This is quite relevant since, for example, as it does not have its own legal personality, it´s not possible to transmit the social capital of a branch office.
As for the social capital, unlike Spanish limited companies where there is a minimum requirement of 3,000 €, the assigned capital is not subject to any requirement on a minimum amount. The branch office does not have a social capital or its own social object, although it has the parent company’s own funds to carry out the business activities entrusted to it.
There is a difference with limited companies in terms of denomination since the incorporation of a branch office does not imply the creation of a new company; hence, its denomination may be the same as that of the parent company. It is necessary to identify it as a branch office, adding to the denomination, ¨SUCURSAL IN SPAIN¨.
Requirements for the Incorporation of a branch office in Spain.
- The incorporation deed of the parent company.
- The bylaws.
- The name of the administrator/s
- A formal agreement of the managing board for the opening of the branch office.
- All of these documents must be legalized if the country of origin is not a is not a signatory of The Hague Convention (Apostille Convention) then it will be required by the Spanish consulate to legalize the deeds and other relevant documentation. We suggest speaking with Julien Dawson to assist you on this matter.
- POA authorizing the administrator to incorporate the branch office, open bank accounts etc..
There is no Sole Administrator as such, the branch office must have a legal representative who shall be registered in the Commercial Registry of the province where the office is located, he/ she will be authorized by the parent company to administer the daily matters, and therefore there are no formal bodies of administration.