If you are going to form a limited liability company, corporation, civil partnership or professional entity, we deliver customized articles of incorporation and a shareholders’ agreement from day one. The legal form and initial structure determine whether the company will be able to grow without obstacles.
Most incorporations are signed with standard notary articles of incorporation and without a shareholders’ agreement. This works while all partners agree on everything. The problem comes later: when a new investor partner enters and you discover you don’t have anti-dilution clauses, when a partner wants to leave and there’s no exit regime, when there’s a 50/50 deadlock and the company is paralyzed.
What you decide when incorporating has an impact on fifteen fronts that you probably aren’t seeing: share transfer regime, majorities for sensitive agreements, dividend policy, accessory obligations, blocking mechanisms, exit taxation, personal liability of the director. Doing it right from the start costs little. Redoing it after a conflict costs a lot.
Customized articles of incorporation and shareholders' agreement from day one. Not the standard notary template.
Preliminary analysis of business activity and partner structure, recommended corporate vehicle, customized articles of incorporation and shareholders’ agreement from day one. We coordinate with the notary and Madrid Commercial Registry for execution, registration and associated filings.
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Most common vehicle for SMEs and business projects with stable partners. Flexible regime, restrictions on transfer of shares, reduced capital requirements. Recommended for most projects up to a certain scale.
More rigid vehicle, designed for companies with broad shareholder base, public offering or holding structures with international scope. Higher minimum capital, free transfer of shares by default.
For lawyers, doctors, architects, engineers, economists and other licensed professionals. Specific regime under the Professional Companies Act, with specific rules on capital composition, management and transfer.
Simpler vehicle for specific activities without the intention of limiting liability. Civil Code regime, with taxation that can be by income attribution or as a company depending on the case.
Parent company with operating subsidiaries, risk separation, optimization in coordination with tax advisor, intragroup contracts.
Branch, subsidiary or permanent establishment. Analysis of the most suitable option according to activity and medium-term plan.
If your matter fits with one of these specific services, you should review the specific page:
Each incorporation starts from a prior analysis of the activity, the partners and the medium-term plan.
Not the notary’s standard template. Clauses designed for your specific case.
We know the practice of the Commercial Registry of Madrid and the most common qualification criteria.
We incorporate companies for entrepreneurs based in Madrid and for foreign companies opening operations in Spain.
For most projects, LLC. It’s more flexible, has lower capital requirements and more adaptable statutory regime. A corporation makes sense when there’s a broad shareholder base, intention to go public, or need for a more rigid structure.
Especially if you’re two. The 50/50 deadlock is one of the most frequent and difficult conflicts to resolve without a prior agreement. Tag-along clauses, cross-purchase options, and deadlock resolution mechanisms are particularly important with two partners.
Yes. You need a NIE as an individual and, in some cases, a declaration of foreign investment identification. The company can have its registered office in Madrid and a non-resident director, with precautions to avoid tax residency issues.
Once the structure is decided and articles of incorporation and agreement are signed, notarial deed and registration with the Commercial Registry of Madrid are usually completed within a few weeks. Tax registrations, tax ID number, and beneficial ownership declarations run in parallel.
We handle the incorporation. We coordinate tax registrations and fiscal and labor management with your advisor. If you don’t have one, we recommend trusted professionals we regularly work with.
If you’re going to set up a company and want it to be well-structured from the beginning, contact us. We’ll tell you within 24 hours what structure suits you and what the next step would be.
We respond within 24 business hours. The information you share is subject to the duty of confidentiality inherent to the practice of law.