Step by step  to set up a limited company

Next, we will explain the necessary procedure to incorporate a limited company and obtain the public deed together with its Statutes. 

The public deed of Constitution, before being granted by the Notary Public, requires some previous steps that we will explain below:

1. Acquisition of the name of the Company

In this first phase, it will be carried out at the Central Mercantile Registry. Entrepreneurs must choose the name of the limited company to be constituted, but with the restriction that this name does not already exist at that moment, that is, it must be a name of original nature. The denomination available and chosen, will consist of six months of reservation of said name and the validity to grant deed will consist of three months being renewable. 

2. Deposit of capital stock in the bank

In this phase, a specific person prepares to deposit the amount of the capital contributed and previously agreed upon in a bank. A certification is obtained in which the person who has made the deposit must always appear, with the amount entered. 

It should be remembered that the Company will not be able to make use of this capital until it is registered in the Provincial Commercial Registry. 

If you wish, you can make an online consultation to the notary or request an appointment to have a videoconference with the notary and ask about any questions. This type of online notarial service is ideal when it is not required to prepare documents. Click on the following link: online notary to request information. 

Another online service that we can offer you is the request fast simple copies online. Fill in the form on the page and you can request your simple copy electronically.

3. Deed of Constitution and Bylaws of the limited company

This especially important step is carried out at the Notary's Office by making an appointment at Contact . 

The entrepreneur must make available to the notary a series of documentation so that the notary can carry out the deed. Together with the Public Deed, the Statutes of the company are joined with the personal data of the partners, which have the previous certifications, obtained in steps 1 and 2, added. 

The notary, in addition to creating the Deed, will have an advisory task, emphasizing the company's Bylaws, as they will constitute the future rules that will govern the company in its structural globality. 

What is needed to write the deed:

  • The company name
  • The personal data of the partners who are going to constitute the limited company
  • Share capital figure
  • Participation of each partner 
  • Firm in which the capital stock will be formed
  • Administration system chosen
  • Who or who will hold the position of Administrator
  • Other data that will be verified in the Statute, such as the address or the corporate purpose

4. Obtaining Provisional NIF

To obtain the provisional NIF you have to go to the Tax Agency. There, together with the Deed already obtained and a photocopy of the ID of the company representative, a provisional NIF can be awarded using form 036.

In this phase, the start of the activity or the declaration prior to the start can also be recorded and communicated in order to deduct VAT on expenses and investments. 

It is also at this time that the Company must register the payment of the IAE, if it has the obligation. 

5. Tax on Patrimonial Transmissions and Documented Legal Acts

Upon receiving the Deed of Incorporation, the company has a 30-day availability to make the liquidation of the Tax on Patrimonial Transmissions and Documented Legal Acts. 

To carry out the settlement of the ITPAJP tax, a simple copy of the deed of incorporation and a photocopy of the company's NIF is necessary. 

6. Registration of the Mercantile Registry

In a period not exceeding 15 days, the Deed of Constitution must be registered. It should be done at  Provincial Commercial Registry, which will be the one corresponding to the company's registered office. It is advisable to attach model 600 (model for tax settlement) so that the NIF can be identified in the Registry. 

In this step, the position of those who will be the Directors of the company can be established. 

For information on Limited Partnerships, contact with the Bosch-Bages Notary in Barcelona.

Gemma Mestre Gallofre