Costs and Procedures to Set Up a Company

Transcription

1 Start-up Docs 21 Costs and Procedures to Set Up a Company Barcelona Activa SAU SPM,

2 Table of contents 01 Introduction Other Constitution of the Legal Form Trading Licence Start of Operations 2 / 19

3 01. Introduction This report is intended to inform the reader about the costs and procedures that need to be followed to obtain legal personality for a business plan and/or register it with the various levels of government in order to tackle with confidence a process that can often become complex and costly. 3 / 19

4 02. Constitution of the Legal Form Certificate stating the corporate name has not already been taken Where: From the website Cost: by registered post / 22 by courier service Duration of the process: approximately 15 days - It is possible to consult the availability of names in advance ( VAT), but this is not a guarantee of the name (the name might be available, but the registration officer may refuse to grant it because it may have phonetic similarities with or clearly resemble another registered name). - Cooperatives have to apply for name reservation at the Catalan Central Register of Cooperatives. Opening a current account. Minimum capital deposit and obtaining the Share Capital Deposit certificate Where: bank or savings bank Cost: 0. Share capital contributions do not carry any costs. The amount to be deposited as share capital is subject to the legal form chosen: LC/LLC: 3,000 SLNE (new Spanish private limited company with simplified set-up procedures): PLC/Worker-owned PLC: (25% minimum paid up capital and the rest has to be subscribed within 5 years). 3,000 60,000 Cooperative Company: 3,000 Duration of the process: immediate, although the bank usually takes 24 hours to issue the certificate. The bank branch will ask for the Company Name Certificate to open the account. The share capital deposit certificate must state the identity of the partners, along with their national identity card (DNI), foreign resident identification number (NIE) or the tax identification code (CIF), and the amount deposited by each partner. 4 / 19

5 - Non-monetary contributions to the PLC (for example, fixed assets): an audit report certifying the value of the contributions must be attached. Incorporation of the company Execution of the Notarial Instrument Where: notary s office Documentation: 01. Certificate stating the corporate name has not already been taken. 02. Share capital deposit certificate. 03. Articles of association: we recommend the notary s office should write the articles of association to avoid complications with the Business Register. It is important to regulate the share and participation unit acquisition and transfer systems and their valuation in the event that the partners separate. The problem of reaching an amicable agreement during that crucial period will be avoided if the valuation method is arranged beforehand. Approximate cost Share capital less than 6, Certified copy 3.00 per page (20 pages x two copies) 120 Noncertified copy 0.60 per page (20 pages x three copies) 36 TOTAL Variable: the cost of the notarial instrument depends on: a) Share capital between 6, and 30, x 1000 b) Share capital between 30, and 60, x 1000 Number of certified/noncertified copies Powers 42 + copies Duration of the process: it is signed immediately, but the notary will take approximately 5 days to draw it up and issue it. 5 / 19

6 Obtaining the tax identification code (CIF) Where: at the Tax Office for the company s registered address postcode. Documentation: 01. Certified and noncertified copy of the notarial instrument reflecting the incorporation of the company. 02. Photocopy of the national identity card (DNI) of the signing director and the partners. 03. Form 036 (tax liabilities generated by the company must be declared in this form; all Tax Agency Offices have a Tax Information Department which provides information on the IAE (Spanish tax on commercial and professional activities) code and tax obligations corresponding to the activity). Cost: form 2, although it can be downloaded free of charge from the Tax Agency website ( Duration of the process: immediate Ask for tax identification labels. Payment of Transfer Tax Where: Catalan Tax Agency (ATC) office. This tax can be paid at the Tax Agency cash desk or at any accredited bank. Documentation: 01. Noncertified copy 02. Certified copy 03. Form Photocopy of the tax identification code (CIF) The form together with instructions on how to fill it in and the list of accredited banks where payment can be made can be found at If processed in person form 600 can be downloaded from where there is also a practical guide to filling it in. The fee has to be paid at the ATC cash desk or at any of the accredited institutions (the majority of banks and savings banks in Catalonia) and once paid the original and a copy of the certificate of incorporation must be submitted to the Catalan Tax Agency (ATC), offices: The same website explains how to do the procedure in the Virtual Office, although prior accreditation will be needed: 6 / 19

7 Cost: form % of share capital for the tax on capital transfers and documented legal acts (called the ITPAJD) (corporate operations) Duration of the process: immediate (there are long queues every day) Term: one (1) month from the date of execution of the notarial instrument - Cooperatives and worker-owned companies are exempt from paying this tax. 7 / 19

8 Registration in the Business Register Where: at the Business Register for the province where the company has its registered address. Deadline to submit the notarial instrument for registration: 1 month PLC/Worker-owned PLC, 2 months LC/LLC from the signature of the notarial instrument. Documentation: Cost: 01. Certified copy and filled-in registration form. 02. Photocopy of the tax identification code (CIF) of the company. - For filing - Registered items - Publication in the Official Companies Registry Gazette (BORME) The 60 for filing + registered items + BORME publication is paid when the notarial instrument is submitted at the Registry. The registered items have to be paid after taking back the notarial instrument from the Register in around 15 working days. 2 Examples A) Registration of a notarial instrument of incorporation with two joint directors Filing 6.01 Registration Publication TOTAL VAT B) Management board of 6 joint and several directors and powers for 2 of them Filing 6.97 Registration Publication TOTAL VAT 8 / 19

9 C) Powers Filing 6.97 Registration Publication TOTAL TOTAL B+C VAT VAT Duration to register a company: 15 working days Worker-owned companies: before going to the Business Register, you must process classification as a worker-owned private limited/public limited company and entry in the Catalan Worker-owned Cooperative Register (C/. Sepúlveda , Barcelona). THIS PROCESS CAN TAKE THREE MONTHS and it is not possible to register in the Business Register until classification as a worker-owned company has been received. - Cooperatives: filing in the Cooperatives Register (C/. Sepúlveda , Barcelona). - Be careful with old kinds of articles of association: if there are any mistakes, the company will not be registered. - If you need to sign a loan or a bank policy, this process has to be properly completed. - If share capital is required, this process has to be properly completed. - If you want the final tax identification code (CIF), the registration process has to be properly completed (once registered in the Business Register, you have to go back to the Tax Agency office and apply for the final CIF using another Form 036). - If this process is not properly completed, this will result in an irregular company (with the same civil effects as a civil code partnership), i.e., inclusion in the Register gives the company retroactive validity. Legalisation of official books Which books? Annual accounts and inventory book, journal, minutes book and partners book. Where: they can be registered in the Provincial Business Register and the books are sold at stationery stores. Cost: for book legalisation, all in the same place. Duration: it takes approximately one week. 9 / 19

10 SLNE (New Business Limited Company) This type of legal form requires both remote and in-person procedures. Remote: Where: Advice and Processing Start Points (PAIT) and notary 1 Documentation: - Photocopy and original of the national identity card (DNI) of all the members (for foreigners: foreign resident identification number (NIE), residence and self-employment work permit). - Photocopy and original of the national identity card (DNI) of each employee (for foreigners: foreign resident identification number (NIE), residence and self-employment work permit). - Photocopy and original of the Social Security card of all the partners, or any other document that verifies their Social Security number. - Photocopy and original of the Social Security card of each employee, or any other document that verifies their Social Security number. - Economic Activities code. - Personal identification information of the members and of the spouses, if any: national identity card (DNI) or foreign resident identification number (NIE) and matrimonial property scheme. - Information on the company and the commercial activity location (including square metres of the premises, postcode and telephone number). - Percentages of share capital holdings and indication of the condition of directors if any. To join the Self-employment Special Scheme, it will be necessary to submit the selected contribution base and occupational accident and illness mutual insurance company (AT- EP). 1 Before going to the notary s office, the business owner must open a bank account to deposit the share capital (at least 3,012). The bank will issue a certificate of deposit for the capital that must be submitted in the notary s office. All the procedures with the Tax Agency, Business Register and Social Security are carried out in the PAIT through the remote process. The overall length of the process depends on when the notary s office gives an appointment (the appointment is directly processed by the PAIT), but if it does not take long, the entire process can be completed in three or four working days. 10 / 19

11 Costs: - Receipt for the 50 paid before processing to the Central Business Register to get the corporate name, if you choose this option. - To contract staff: contract or contract agreement or authorisation to register for Social Security. - If the opening licence has already been applied for, the reference number will be required. Certificate stating the corporate name has not already been taken Minimum capital notary fee 180 Registration of notarial instrument and publication in the BORME approx. 132 TOTAL The advantage over other legal forms is that business owners do not have to pay high fees to administrative agencies (although they should always consult an expert) because all the procedures are carried out in a single office. In-person: Corporate name (ANEU-CIRCE). Where: - Once the certificate has been obtained, the business owner can set up their company following the process established in Law 7/2003 (the same process that applies to limited companies). - A period of 24 hours for notary offices and registers if the business owner has chosen the guideline Articles of Association approved by the Ministry of Justice. 11 / 19

12 Example: LC total cost Share capital of 3,006, two partners and a sole director. Previous consultation of company name 1.80 Certificate stating the corporate name has not already been taken Notary Register/book Forms 2.00 TOTAL / 19

13 03. Trading Licence Reporting scheme (Appendix III.3 and III.2) Where: at the town planning or trading licensing department of the town council where the establishment is to be opened. Duration of the process: online response and one month to submit documentation. Start of activity: the day after submitting the required documentation. Local government monitoring: activities on a communication scheme are not subject to any regular control or review system, although the local council may still inspect them. Opening licence scheme (Appendix III.1) Where: at the town planning or trading licensing department of the town council where the establishment is to be opened. Duration of the process: the decision period is up to three months. Local government monitoring: activities in the business licence scheme are subject to periodic controls every 10 years, according to articles 73 and 82 of the OMAIA (Barcelona Environmental Administration Activities and Comprehensive Intervention Bylaw). For activities in Appendix III.1 of the Environmental Administration Comprehensive Intervention Law. Examples are: - Cosmetic and beauty salon with a floor area over 500 m 2, - Nursing home for fewer than 50 people. - Premises for childcare and/or games. - Restaurants. Cost: Tax on buildings, installations and works (3.25% of the budget for implementation, extension, alteration or reform of the facilities) + drawing up the technical plan (around 1,800) + positive certificate or report from an Environmental Control Entity (EAC) (between 800 and 1,100) Total: a minimum of 2, % of the budget + works licence 13 / 19

14 Environmental licence scheme (Appendix II.2 and Appendix II.2) It will be necessary to obtain an urban planning compatibility certificate. Once issued, or if a month has gone by and it is not issued, the licensing process can be commenced with local council engineers, who will give a period of one year to start the works and an open-ended period to complete them. Where: at the town planning or trading licensing department of the town council where the establishment is to be opened. Duration of the process: the decision period is 4/6 months. Local government monitoring: activities in Appendix II.2 are subject to regular checks every 5 years, according to articles 73 and 82 of the OMAIIAA. Approximate licence costs Reporting scheme III % Reporting scheme III.2 1, % Opening licence scheme 2, % Environmental licence scheme II.2 4, % Environmental licence scheme II.1 5, % 3.25% of the works budget depending on the self-assessment calculations submitted to the Citizen Attention Office (OAC) during processing Construction works licence Types Major works licence Minor works licence Works reports Cost 5.96 per m of work % of works cost 2 + cost of works plan (from 300 to 1,500 depending on difficulty of the plan) 338 licence (with plan) % of works cost + cost of works plan (from 300 to 1,500 depending on difficulty of the plan) 196 (without plan) % of works cost 14 / 19

15 04. Start of Operations Census declaration, tax scheme registration and start of operations Where: Tax Agency office for the company s tax address. Deadline: Before start of operations. Form: 036 (census registration) Cost: form 2. The form can be obtained free of charge from the Tax Agency ( - The selected VAT option should be indicated along with part payments of personal income tax or corporation tax and reason for exemption from IAE (Spanish tax on commercial and professional activities for turnovers lower than 1 million). If assistance is required, visit the Tax Information Department at any Tax Agency office. - Avoid doing this at the end of the month, and never on 31 December! - If you are applying for capitalisation of unemployment benefit, all the required documentation should be submitted to the capitalisation processing office (OTG) before commencing this procedure. Social Security Treasury Where: at the Social Security Treasury office for the company s tax address. Deadline: 30 days from tax registration. Documentation: noncertified and certified copy of the registered notarial instrument or the one pending registration (if it is pending, the receipt obtained from the Business Register must also be submitted). 01. Photocopy of the national identity card (DNI) of the director signing/powers 02. Copy of Form TA 0521/1 /4 (working members of cooperatives) /5 (LC/PLC) /6 (CCP) Cost: 0 15 / 19

16 What needs to be done? - The company must be registered in the Business Register. - Registration of working members in the appropriate scheme. - Self-employed people: choose the contribution base from to 3, Working members: if they are directors they will have to pay at least the contribution base for graduates. - General scheme: bases established in the corresponding Collective Agreement. You should register previously with the Catalan Employment Office as a job seeker if you want to apply for a hiring staff or self-employment promotion subsidy. Provincial SEPE Office: legalisation of the inspection visits book: (Parc de l'estació Nord s/n) Civil code partnerships special features With the Tax Agency: - Submit a copy of the partnership agreement and the original. - Form 036 for each member and one for the company, along with a photocopy of the national identity card of each partner. - Apply for the tax identification code (CIF). - Civil code partnerships only pay VAT. Minimum share capital is not required but a minimum capital must be stated because Transfer Tax has to be paid (for example 600). The company contract will only have to be executed by a notarial instrument if immoveable property is contributed to the company. If this is not the case, registration at the Tax Agency provides evidence of the establishment date. 16 / 19

17 05. Other Register of trademarks, trade names and signs Where: Oficina de Gestió Empresarial (Diagonal Edifici Planeta, Barcelona) (national trademarks and trade names) (EU trademarks) Cost: - Trademark or corporate name, / online application - Application for EU trademark, 900 / 750 application fee registration fee. - Industrial design, Patent, per exploitation - European Patent, 100 / 180 (Deposit fee) + 1,050 (Search fee) + 85 (per Country designated up to 7) + 1,405 (Examination fee) (Concession fee up to 35 pages, each extra page + 12). - International Patent, (Transmission fee) + 1,700 (Search fee) (Application fee) (Administration fee). Registration in the different registers/obtaining professional licences/communications Where: Avinguda Diagonal, (Edifici Planeta) Procedures: registration of industrial premises, installation companies and Catalan tourism companies. Getting professional installer and operator licences / 19

18 Self-Employment Residence and Work Permit Type D- Initial. ONLY FOR THOSE WHO ARE NOT IN AN IRREGULAR SITUATION IN SPAIN Where: Government Delegation of each province. Documentation: 01. Application colour photos 03. Passport photocopy 04. Plan 05. Proof of applications for required authorisations and licences 06. Residence permit 07. Premises ownership/proof of ownership or disposition of premises. Duration of the process: it varies in each case Hiring staff A) Registration of the business owner. Application for contribution account number. Where: at the Social Security General Treasury office nearest the workplace Documentation: 01. Documentation in proof of incorporation and starting trading 02. Powers/national ID of the person signing 03. TA.6 B) If a workplace is opened: report of the opening. Registration of the employee in the Social Security scheme - Form TA.2 Where: Catalan Government Employment Office (OTG): submit noncertified copy of the employment agreement. Documentation: two copies of the employment agreement. Deadline: 10 days from signing the agreement. 18 / 19

19 Final Example Costs of establishment, business licence and start of trading of a restaurant, Appendix III.1 Case study: limited company with a share capital of 3,000 and a sole director, a budget of 30,000 for major works, a budget for systems coming to 4,800, 40 m² Incorporation Business licence EAC report Plans 2, Major works licence 1, TOTAL 5,505.76* These costs do not include the fees of intermediaries or professionals hired for advice and handling all procedures (lawyers, administrative agencies, etc. ). - Model contracts: - See collective bargaining agreements: d63b0c0e1a0/?vgnextoid=fe1f604d1b9af110VgnVCM b0c1e0aRCRD&vgnext channel=fe1f604d1b9af110vgnvcm b0c1e0arcrd&newlang=es_es Written by the team Barcelona Activa SAU SPM, Last update: 13/01/2014 While every effort has been made to ensure the accuracy and reliability of the above information and data, Barcelona Activa SAU SPM cannot accept any legal liability for any consequences that may arise from business decisions taken as a result of any conclusions that may be drawn from this report. 19 / 19