Foreign investors coming to Spain have two possibilities of starting a company. One of the options is to open a company in Spain following the standard registration procedure; the other one refers to purchasing a ready-made company, which is also known as a shelf company.
A ready-made company is usually selected by the businessmen who are interested in starting their business operations as soon as possible, as this type of company has already been incorporated and the single aspect that should be completed refers to the transfer of ownership. Our company formation agents in Spain can help you buy a shelf company.
|Legal entities available for shelf company||
– limited liability company,
– public limited company
Time required for purchasing the company
|A few days|
Types of features it includes (corporate bank account, VAT number, etc)
– tax number,
– bank account,
– legal address,
– Articles of Association,
– trading name
|The advantages of a shelf company||
– fast purchase & ownership transfer,
– easy access to bank loans,
– varied activities
|Appointing new directors||
|Capital increase allowed||
|Certificate of no commercial activities||
|Modify the objects of activity||Yes|
|Participants in the purchase procedure||Buyer (or representative) & seller|
|The cost of buying a shelf company||Depending on age, structure, purchase fees|
Table of Contents
Why purchase a shelf company in Spain?
The greatest advantage of selecting to purchase a shelf company instead of registering a new company in Spain is that you will save a lot of time with the administrative procedures. Spanish shelf companies are already operative compared to the newly registered ones, considering some of them also require other licenses or permits which will prolong the registration period. A Spanish shelf company is characterized by the following:
- it has the incorporation documents prepared and notarized and it has a registered address in Spain;
- it has already been registered with the Spanish Commercial Registry and it is registered under one of the legal entities available in Spain;
- it benefits from a fiscal identity number and it has a corporate bank account;
- a shelf company in Spain did not enter any commercial activities and it was created solely for the purpose of being sold;
- the company’s representatives can increase the company’s capital by adding various types of assets;
- the capital can be increased when signing the deed for the transfer of shares, but it can also be increased at any given moment after the purchase of the ready-made company.
When purchasing a shelf company in Spain, it is important to know that the investors will not be limited to only a certain business form, as shelf companies are incorporated under all the company types prescribed by the commercial legislation (however, most of them are available as limited liability companies).
Since the shelf company is already incorporated, the entity also benefits from a fiscal identification number. All companies performing commercial activities in Spain need to obtain a fiscal identification number, which allows them to perform trading operations. You will also be able to incorporate any existing business history in your shelf company, thus obtaining easier access to apply for a loan if necessary. Here is an infographic that shows details about shelf companies in Spain:
Requirements to buy a shelf company in Spain
If the investors have decided to purchase a shelf company, it is important to know that the purchase procedure is rather simple. As a foreign investor, you do not need to come to the country to make the purchase. The purchase procedure can be resolved by our team of specialists in company formation in Spain, who can assist throughout the entire process, provided that the investors have granted the power of attorney.
One of the changes that have to be brought to a purchased ready-made company refers to its directors, and, in this sense, it is necessary to know that the investors have to provide a tax identification number (NIE) for the appointed director. Our team of consultants in company registration in Spain can assist with advice on how to obtain an NIE number in this country. Once the purchase is completed you will be able to change the company’s name, modify its articles of association according to your needs and also make other modifications you see fit.
If you want to benefit from the services of accountants in Spain, we advise you to contact our specialists. You will be able to receive payroll services, bookkeeping, audits, support for the preparation of annual financial statements, and many more. Also, high-net-worth individuals can request consultancy regarding the investments they intend to make. In addition, we can help our clients with the registration for the payment of taxes, but also with the implementation of tax minimization methods necessary in the company.
What are the advantages of a Spanish shelf company?
When opening a company in Spain by following the standard registration procedure, the process can be lengthy; the shelf company offers the advantage of entering commercial activities in a fast manner. Since the company has already been registered with the local authorities, the investors will spare the time allocated to the incorporation procedure, but they can also benefit from other advantages, such as the ones presented below:
- the company’s buyers do not have to deposit any share capital, regardless of the type of company under which the shelf company is registered, as the legal entity already benefits from the required capital;
- as mentioned above, the shelf company has no commercial activity and this will be proved by a certificate stating this matter;
- when purchasing a shelf company, the buyers will receive a certificate showing that the company had no previous commercial activities, but it also states that the company is debt free;
- this document is granted when the investors will purchase the company’s shares and it is authenticated by a Spanish notary;
- the company’s objects of activity can be modified in accordance with the new owners’ business needs.
The following video offers a short presentation on how to purchase a shelf company in Spain:
How much time does the purchase procedure last in Spain?
We mentioned earlier that purchasing a Spanish shelf company is a time saving procedure compared to starting the process of company incorporation in Spain. Registering a company following the standard incorporation procedure can last several weeks, while the purchase of ready-made business can be completed in one day. Once the company is purchased and the documents are signed, the company can legally begin its economic activities under its new management.
Our team of consultants in company formation in Spain can provide more information on this subject, as well as on the legal procedures that have to be concluded through the notary when buying a shelf company. It is necessary to know that the procedure can be completed by a Spanish notary selected by the buyer, if the person prefers to collaborate with a given notary in Spain.
What changes can be applied to a Spanish shelf company?
As presented in this article, the new owners of a shelf company can easily modify the objects of activity that will be handled through this type of business. However, this is not the only modification that can be brought in this case; the businessmen can also change the company’s trading name, a procedure which can be started once the transfer of ownership is completed.
The company’s trading name can also be changed prior to actually purchasing the company, but it represents a much more complicated procedure, as the Spanish Mercantile Registry has to be notified on the matter and issue a new certificate for the company’s trading name. In this case, the purchase procedure can last longer than in the standard situation.
Businessmen are invited to contact our team of specialists in company registration in Spain for in-depth advice on the procedure of purchasing a ready-made business here; at the same time, our consultants are ready to offer information on the Spanish company formation procedure, in the situation in which the investors want to open a new company in this country. Our experts may also offer a wide range of additional services, amongst we mention accounting services or assisting investors in obtaining residence permits.