BUSINESS
To carry on a business in Spain the following types of organization may be established:
1. Sole proprietorship
2. Stock corporation
3. Limited liability company
4. Workers' partnerships
5. Joint venture
6. Branches
SOLE PROPRIETORSHIP
• A foreigner may start his own business in Spain, he must have legal capacity , according to the law of his home country, to carry on businesses activities.
• However the sole proprietorship business, the liability for debts is unlimited , and therefore the sole proprietor is personally liable for your business' debts.
• A person wishing to register at the Spanish Corporate Register ( Registro Mercantil ) as a sole ownership.
STOCK CORPORATION
• Stock corporations ( Sociedad Anónima - S.A. ) are normally used in Spain for investments in major projects .
• The deed of incorporation shall be signed before a notary and then registered at the Spanish Corporate Registry ( Registro Mercantil ). A single person can form this type of company.
• Minimum share capital that is required for Spanish stock Corporation € 60,101.21 .
• The contributions can be made in the form of money, goods or intellectual property, which can be valued.
• The capital must be fully subscribed and paid up to at least a quarter of the nominal value of each share.
• Each shareholder has the right to vote, priority subscription rights, participation in the distribution of the company's profits.
• Shares have to be registered in the name of the holder while they are not fully paid.
• Share may be listed on the Spanish Stock Exchange.
• Shareholders may freely transfer their shares , unless corporate bylaws state restrictions on the transfer of shares.
• The shareholders are not personally liable for corporate debts; they are only liable to the extent of their contribution to the corporate.
• The deed of incorporation must include the company's articles of association, which have been approved by its founders.
• The articles of association must state, amongst other provisions :
• The name of the company and description of its activity.
• The date on which it begins its operation.
• The registered office .
• The share capital , the capital part which is not paid-up and the period within the capital must be paid.
• Number of shares and the rights attached to them.
• Date on which the company's financial year ends .
• Structure of the company's management and special rights that founders may have?
LIMITED LIABILITY COMPANY
• The Limited Liability Company ( Sociedad de Responsabilidad Limitada - S.L .) is normally used in Spain to form small or medium sized businesses , it may be created by a single founder.
• The deed of incorporation shall be signed before a notary and then registered at the Corporate Registry ( Registro Mercantil ).
• The minimum capital requirements are € 3,005.06 , which must be fully subscribed and paid-up at the time that the company is set-up.
• Partners are not personally liable for company's debts, their liability is limited to their investment in the company.
• Only one shareholder is needed, however there is no limit on the number of shareholders.
• Participations of a Limited Liability Company cannot be listed on a Stock Exchange, these are indivisible and cannot be freely transferred.
WORKER'S PARTNERSHIPS
• The share capital of Cooperatives ( Cooperativas ) and Labour Corporations ( Sociedades Laborales ) is owned by the workers.
• The Cooperative is a worker's association developing an economic activity as these hold common economic needs.
• Minimum capital is not required, the deed of corporation shall be registered at the Cooperatives' Registry of the Spanish Labor Ministry ( Ministerio de Trabajo ).
• Workers are not liable for company debts, unless otherwise is stated in the bylaws.
• Labour Corporations may take the legal form of a Limited Liability Company, or a Stock Corporation. The workers are liable for company debts to the extent of their contributions.
JOINT VENTURES
• Joint Ventures in Spain may use different forms .
• A group of companies can form temporary business associations ( uniones temporales de empresas - UTE ) to carry on specific projects for a limited time, each company will keep its legal status, they undertake operations in common under specific regulation.
• These are normally set up for engineering and construction projects. Notarial deed shall be made and registered with the Special Register of UTE at the Spanish Ministry of Economy ( Ministerio de Economía ).
BRANCHES
• The branch is an organization depending on its parent, which is located abroad . It has the same legal personality as its parent and runs similar activity.
• A branch has to be set up through a public deed made before a notary and registered at the Corporate Registry.
• For the purpose do registering a branch the following documents maoy be required :
• Copy of the incorporation deed and articles of associatio n of the foreign partner.
• Copy of the minute of the foreign company's Board of Directors' meeting establishing the decision of opening a branch in Spain, containing the capital assigned to it, the name of the manager and his general powers.
• Certificate of a Spanish bank showing that the transfer of capital assigned to form the branch has been carried out.
• A Spanish Consul shall legalize the copies mentioned above, and a sworn official translator shall translate the incorporation deed and bylaw of the foreign company into Spanish.
A permanent address and fiscal representative in Spain will be required. 
