Who can buy a Limited Company?
The purchase of an existing limited company is particularly useful for business men and women that wish to avoid long and sometimes tedious processes that can take various weeks of their precious time, and for those, for whatever reason need to start operating immediately in a company name.
Who can be Shareholder, Director and Company Secretary for a Limited Company?
Anyone who is over the age of 18 years old and has not been disqualified by a Court can be a shareholder or officeholder for a Spanish Limited Company. The shareholders and the officeholders should hold up to date ID, and if they are non residents, their passport and N.I.E., to be produced to the Notary on the transfer of the Compnay.
Another company can also purchase a Limited Company, in Spain or abroad, and for this the pertinent company documents are required.
How much time does it take to acquire a Limited Company?
Two to three days as the operation needs to be notarised.
How do you guarantee that the Limited Company is debt free?
The purchasers of a Company previously formed by others should be aware of the risks that they face. They may well be liable for any outstanding debt that the company has or any other responsibilities that the company or its officeholders have contracted previously.
The Company must be checked to ensure that it is debt free and that a certificate of freedom of debt is presented before the signing at the Notary.
In which Notary will we sign the purchase of the company shares?
In the Notary of the purchaser’s choice.
Is it necessary for the purchaser to travel in order to purchase the Company?
No. The purchase may give a Power of Attorney to a third party (preferably their lawyer), so that in the purchaser’s name he may sign the deed for the purchase of the shares. The only additional cost will be the cost of the drawing up the Power of Attorney.
The acceptance of the appointment as Administrator normally requires personal assistance at the Notary, but under exceptional circumstances, this can also be done with a Power of Attorney.
Can the Company Activity be changed?
Yes. The change or extension of the Company Activity can be done on the same day that the purchase is realised in the Notary.
Does the capital have to be paid at the time of the Notary signing?
It is not necessary, as the capital can be paid prior to signing in the Notary and noted in the accounts for the company.
Who will register the Company and the new Officeholders in the Company Registry?
The Notary costs are estimated in advance so that the purchaser will know how much the transaction will cost; amongst these costs are the Registry fee and the Stamp Duty.
Can the Company name or denomination be modified?
Yes. However, the application for the new name to the Registry can delay the Notary signing by up to two weeks. Should you need the company operating quickly, it is easier to sign first and then apply for the name to be changed.
When can the company start to operate?
As soon as you have signed the Transfer Deed, and the new Company Secretary has been appointed. Only in a small number of cases do you encounter problems at the time of realising certain transactions: opening bank accounts for example, or hiring staff, although these are normally quickly overcome, as in reality the company is legally fully operative, and the inconveniences encountered tend to be because of a third party has not been informed of the changeover of the Shareholders, Directors and Office holders.
How much does it cost to get a Company fully operative?
The final price depends on many factors, such as the Notary fees, the Company Registry fees, how many new shareholders there are, the change of name, modification of the company activity, notification in the BORME (Spanish Official Bulletin for Company Registry) of the company hand over.
Which is the first step that I must take when setting up a Limited Company?
The first step that you must take is applying for a Certificate from the Company Registry for the name of your company. You can choose up to three alternate names for your new company.
Once you have obtained the certificate it is valid only for three months to be used for signing the constitution of your Company at the Notary.
What are the Statutes of the Company, and who draws them up?
The Statutes are the equivalent of the Memorandum and Articles of Association for the Company. These are the “rules” by which the company is regulated. These can be drawn up by your lawyer.
How do I obtain a Company Tax Registration Number?
This can be done by your Lawyer or Gestoría (Accountant). A form 036 will have to be filled out to obtain a provisional number and the definite number is then obtained after the Constitution (formation) of the Company at the Notary.
Who opens the Bank Account and why?
The bank account should be opened by one of the members of the company, and the company capital deposited (minimum 3.006,00€) in the account, after which the bank will issue a certificate for the amount of the capital deposited. The certificate must be presented in the Notary and will be incorporated into the Deed of Constitution.
The Notary Deed. Can I choose the Notary in which I sign it?
Absolutely, you can sign at the Notary that is most convenient for you. Your lawyers will draw up the instructions for the Notary, setting out all the relevant information, so that they can draw up the Deed for signature.
Who pays the taxes?
Your lawyer can arrange for the payment of stamp duty (1%), or alternatively, the Notary can take care of it.
Who Registers the Deed?
The Notary will send the Deed for Registry. In fact, the Notary normally requests funds on account to be that will cover the Notary Fees , Stamp duty and the Registry fee.
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