Spain client case studies in 2023
American listed cloud computing company increases footprint in Europe with company setup in Spain
- Our Client, a US listed cloud computing company, supplies a low code software platform to small and medium enterprises to develop powerful applications;
- Having previously engaged Healy Consultants Group in early 2018 and worked closely with Kunal Fabiani for the setup of an entity in Sweden, our client contacted Kunal in April 2018 to setup their limited company in Spain;
- The Client had already established a branch office of their Swiss subsidiary but preferred to setup a fresh new Sociedad Limitada (LLC) to be able to grow the business in the country.
- Healy Consultants Group prepared and emailed our Client an engagement advancement proposal and the formal invoice including only those services that were deemed necessary to meet the contract deadline;
- Since our Client had already established a branch office, to hasten the company setup process, Kunal advised that our Client appoint those foreign individuals or company that already had Spanish fiscal number (NIF) as the directors and shareholder of the new entity;
- Kunal also advised our Client that the share capital contribution of €3,000 must be made from a bank account in the name of the shareholder(s).
- Kunal immediately liaised with Healy Consultants’ Spain attorneys to draft i) the power of attorney to register the company with the Barcelona Commercial Registrar and Tax Authority on behalf our client and ii) the Spanish company’s deed and emailed the same for our Client’s signature, notarization, apostilled and courier return to Healy Consultants’ Barcelona affiliate office;
- Upon receipt of the original legalized PoA, within 3 days of application submission, Healy Consultants Group obtained the fiscal number for the corporate shareholder and company name reservation certificate from the Public Registrar. Kunal immediately emailed our Client a scan copy of the Certificates to enable our Client to open a new bank account and deposit the share capital;
- Over the following 3 weeks, our Client had difficulties to timely communicate with their bank officer at Santander bank, consequently though his personal contacts, Kunal supplied an internal Santander bank account for our Client to transfer the share capital;
- Within 4 days of completing the fund transfer, Santander issued the certificate of capital deposit and couriered the original to Healy Consultants Barcelona affiliate office. On receipt of this certificate, the final company deed was presented to a local Public Notary and submitted to the Registrar. Within 2 weeks the Registrar then verified the company deed and issued Healy Consultants a stamped company;
- Subsequently the Agencia Tributaria also issued the provisional tax and VAT ID number of the new company (CIF). The permanent CIF was to be obtained by our Client’s Spanish payroll provider, however Kunal assisted our Client to obtain the same to simplify the process.
- When instructed by our Client, Healy Consultants Group will compile a quality company kit comprising original i) certificates from the bank and Tax Authority and ii) notarized company deed with the Spanish registrar’s stamp and courier the same to our Client’s preferred address in USA or to their payroll partner’s in Spain. In the meantime, the original documents are kept at the Barcelona registered office address.
IT solutions and consultancy firm global expansion into Spain
Our existing Client, a multinational corporation with subsidiaries in Uruguay and United Kingdom and specialized in IT solutions and consulting services initially commissioned Healy Consultants Group to assist the corporation establish a company in Malaysia. Having been impressed with our professionalism and a successful engagement in Malaysia, the corporation decided to engage Healy Consultants Group again in October 2012 to assist the Firm establish a new company in Europe in their ongoing global expansion bid;
Following subsequent consultations with Healy Consultants Group officers covering i) company registration requirements ii) pros and cons of setting up iii) costs of the A to Z of business setup iv) the business regulatory environment and v) tax and accounting considerations, our Client decided to register their new company in Spain.
Healy Consultants prepared and emailed our Client an engagement letter detailing the services required and the terms and conditions of the engagement. The Client subsequently signed the letter and provided Healy Consultants with the required due diligence documents. Upon settlement of our fees, Healy Consultants Group prepared a detailed engagement project plan outlining the step by step process to engagement completion as well as a quality business plan to support company registration and corporate bank account opening;
Healy Consultants Group thereafter agreed with the Client on the optimum corporate structure suitable for their intended business in Spain and the different corporate banking strategies. The engagement kickstarted effortlessly and within one day of planning, Healy Consultants Group officers commenced the company registration process with the Spanish Government.
The client provided Healy Consultants Group with three choices for the Spanish company name upon which we reserved the same with the Mercantile Register and obtained the certificate of uniqueness of our Client’s preferred proposed name. Thereafter Healy Consultants Group banking team proceeded to open a capital bank account with a Spanish bank and deposited the required minimum paid-up share capital of €3,000 on our Client’s behalf;
Thereafter Healy Consultants Group obtained the necessary documents from the Ministry of Economy and Industry and prepared the proposed company bylaws, Memorandum and Articles of Association and company registration documents. Due to the Fraud Prevention Act, all directors and shareholders of a Spanish LLC need a NIE (individual tax ID) before incorporation; in this regard Healy Consultants Group provided our Client with a local nominee director and shareholder for purposes of company registration until we obtained a NIE for our Client. Healy Consultants Group thereafter proceeded to register the company with the Spanish commercial registry and the tax authority for VAT;
For legal domicile, Healy Consultants Group provided our Client with a registered business address in Barcelona to fulfill the requirements of the Spanish Companies law. Healy Consultants Group also provided our Client with an active virtual office that included business mail and email forwarding services, a fax and telephone number with forwarding services and a business telephone number also with its correspondence forwarding service.
Corporate bank account
To open a corporate bank account on behalf of our Client, Healy Consultants Group prepared and sent our Client a special power of attorney for their review and signature in front of a public notary in their country of domicile. Upon receipt of the POA from our Client, Healy Consultants Group approached Barclays Bank, obtained the necessary bank account opening forms, prepared and signed the same on behalf of our Client. As a result, our Client did not have to neither visit Spain nor any Barclays bank branch;
With Healy Consultants Group efforts, within 1 week, Barclays Bank successfully opened a multicurrency corporate bank account for our Client’s newly incorporated company and emailed the bank account numbers directly to our Client. A few weeks after opening the corporate bank account our Client received the username and password for online banking to enable our Client remotely operate their business account.
Healy Consultants Group successfully finalized the engagement by couriering the complete company kit to our Client’s preferred address containing all the original documentation of the company incorporation and corporate bank account correspondence.