Spanish Limited Partnership is a type of legal entity in which two or more partners are involved. A Spanish limited partnership requires a general partner, who is liable for the company’s debts indefinitely, and a limited partner (socio comanditario), who is liable for only the company’s debts.
There is no minimum capital required to form a limited partnership in Spain. The legal personality of the partnership is established through a notary deed and registration. OnDemand International can offer you legal information about limited partnerships in Spain.
How to incorporate a limited partnership in Spain?
The following steps to incorporate a limited partnership in Spain include:
- The first step is to choose a unique name for your limited partnership. The name should be ethical, unique, and registered with the Central Commercial Registry (Registro Mercantil Central).
- The second step is to prepare a partnership agreement (escritura de constitución) which provides the roles of the general partners (who manage the business and have unlimited liability) and limited partners (who contribute capital and have limited liability).
- The third step is to apply for a tax identification number (Número de Identificación Fiscal or NIF) for the partnership at the Spanish Tax Agency (Agencia Tributaria).
- The fourth step is to open a bank account in the name of the limited partnership and deposit the initial capital contribution specified in the partnership agreement.
- The fifth step is to register your partnership with the commercial registry (Registro Mercantil).
- The sixth step is to obtain the CIF number. The CIF number is essential for filing taxes, invoice submissions, and other taxation purposes.
- The final step is to register for a social security number. If the limited partnership plans to hire employees, it must register with the Social Security General Treasury (Tesorería General de la Seguridad Social).
Documents required to register a limited partnership in Spain
The list of documents required to register a limited partnership in Spain includes:
- Partnership agreement (Escritura de Constitución)
- Partner’s identity cards or valid passports
- Name check certificate
- NIE number
- CIF number
- Notary deed
- Registered address
- Power of Attorney
Conclusion
The registration process for a limited partnership in Spain requires careful preparation and submission of various documents. Ensuring that all documents are accurate, complete, and properly notarized is essential to avoid delays or complications in the registration process. Legal and professional assistance is often advisable to navigate the complexities of the Spanish legal system. Contact OnDemand International’s law team to register your partnership in Spain.
