The creation of a commercial company is normally associated with the start of a business activity, although both circumstances do not always have to coincide. The need to incorporate a commercial company will depend on each case: sometimes it can be an avoidable expense, but other times it can prevent many risks.

What do you need to be clear about to incorporate a commercial company?

To incorporate a commercial company or entrepreneurial society you need to have three basic points well defined:

  • the activity to be developed
  • the business plan to be executed, and
  • the most appropriate legal form.

But to be an entrepreneur, it is interesting to clarify that it is not necessarily required that a company has to be constituted!!. As a figure, 62.5% of Spanish SMEs are natural persons, compared to 25.5% of limited companies, 5% of public limited companies and 3% of companies incorporated with other corporate forms.

So, when is it advisable to create a commercial company?

Starting from the idea that creating a company responds to the effort of several people to develop a business, other reasons may be:

  • to protect personal assets if business does not go well
  • to differentiate fields of action by a large company that would be the parent company
  • to limit risks through the benefit of limitation of liability offered by the legal entity of the business company,
  • and many other possible causes.

 

 

Incorporating a company can help limit the personal liability of partners, diversify risks and differentiate fields of action.

Incorporating a company can help limit the personal liability of partners, diversify risks and differentiate fields of action.

What are the steps to follow to set up or incorporate a commercial company?

  1. The first thing is to request from the Central Mercantile Registry the certifying certificate that the name that the company will have has not already been registered by anyone previously. This document must be requested by one of the partners, although it is normally processed by an agency. At the Pérez Parras Economists & Lawyers Firm we have extensive experience in the incorporation and advice of companies, so do not hesitate to contact us if you are considering the possibility of establishing yours. Up to 3 names can be requested in each application, and it is advisable to do so because many company names are rejected because they have already been previously registered.
  2. Next, the amount corresponding to the share capital must be deposited in a bank, obtaining the corresponding certificate, which must include the people who are partners of the business company and the capital (money) contributed by each one of them.
  3. The following will be to go to a Notary with the two previous certifications to carry out the founding act. The founding partners must attend this event with their identity documents. With this, the notary drafts the deed, the deed is granted and the statutes of the company are signed.
  4. With the simple copy of the Certificate of Incorporation, the provisional Tax Identification Code (CIF) may be requested, which will become final when the deed is registered in the Mercantile Registry.
  5. Once the corresponding regional taxes have been settled, it will be necessary to present the deed in the Provincial Mercantile Registry, which will publish the constitution of the company in the Official Gazette of the Mercantile Registry (BORME).
Incorporating a company involves carrying out actions before the Central Mercantile Registry, Notary, Treasury and the Provincial Mercantile Registry.

Incorporating a company involves carrying out actions before the Central Mercantile Registry, Notary, Treasury and the Provincial Mercantile Registry.

It can be said that the process to incorporate a commercial company is concluded with these main steps, but there would be some other procedures to complete:

  1. To obtainthe final CIF.
  2. To submit registration with the IAE (Tax on Economic Activities) in the Treasury.
  3. To request a contribution account number from Social Security and register the workers.
  4. To register with the SEPE (former INEM) the contracts of the workers, and
  5. To communicate the opening of the workplace in the corresponding center of the Autonomous Community.

If you want to establish your company, or need help with the taxation and accounting of your company, do not hesitate to contact the Pérez Parras Economists y Lawyers Firm. We are experts both in deciding whether it is benefitial for you to incorporate a commercial company or not, as well as the type of company that is the most suitable for you. Likewise, we will help you in the day-to-day running of your company, with your accounts, finances and accounting and legal decisions.