Stock Corporation

General Information

The principal advantage of an SA is that shares may be transferred with relative ease and can be listed on a stock exchange.

Incorporation

Formation by at least one person - individual or legal; nationality irrelevant.
Incorporation requires execution of notarial deed of incorporation followed by entry into commercial register. Company comes into existence immediately upon execution of the deed, legal personality is, however, not acquired until registration.

Duration of incorporation approximately 30 days from date of application.

Incorporation costs of at least € 1,225 (including notarial fees which correspond to share capital, registration fee and stamp duty).

Capitalisation and Financing

The statutory minimum share capital, which must be subscribed in full prior to incorporation, amounts to € 60,101.21. Shares can be paid in cash or kind. Non-cash considerations need must, however, be valued to ensure their adequacy.

Board Structure

Shareholders decide on all issues relating to the organisation and structure of the company are at the annual or extraordinary shareholders' meeting.

Representation and management of the company is vested upon director(s). Deed of incorporations shall provide for management structure, i.e. sole director, several directors acting jointly or jointly and severally or board of directors.

Annual Costs

At least € 50-60 (filing costs).

Corporate Taxation and Financial Reporting

Companies resident in Spain are subject to corporate income tax on their worldwide income. Residency is assumed if two of the following criteria are met: incorporation under laws of Spain, registered office in Spain, place of effective management in Spain.
Standard corporate income tax rate is 35 %.
Annual accounts shall be drawn up by the director(s) within three months from the end of the financial year. Accounts must consist of balance sheet, profit and loss statement and annual report. Shareholders' approval shall be given within six months from the end of the financial year. Financial statements and management report must then be audited. Certain relief on reporting requirements may be granted to small or medium-sized companies.
Accounting can generally be done in compliance with Spanish GAAP or international accounting standards (IAS). If company is listed on stock exchange, IAS standards have to be complied with.

Employee Participation in Corporate Bodies

None.