Registering a branch in Spain
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My company wants to open a branch in Spain. Is this better than creating a new company?
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Forming a branch office
My company wants to open a branch in Spain. Is this better than creating a new company?
Creating a branch has similar requirements to VAT registration in Spain. In most cases, it is preferable either to create an SL or to register for VAT. If you plan to have a business address in Spain, creating an SL usually offers more tax advantages than a branch. Comparing branch creation with VAT registration, for the latter you don't have to file the corporate tax in Spain whereas you do for a branch.
Forming a branch office in Spain
Article adapted from the Ministry of Industry
In this case, the foreign parent company is expanding its business into Spain through a new establishment that is not a separate and independent entity.
The most common reason for establishing in Spain through a branch office instead of through a limited liability company is because the business in Spain is going to be primarily cash-consuming and will require recurring transfers of cash from the head office for a number of years.
Tax and corporate filing requirements and obligations are very similar to a limited liability corporation.
Legally speaking, a branch is fully dependent of the foreign head office (the same as the Rep Office) e.g. in terms of responsibility, the foreign head office may be fully responsible for all liabilities incurred by the Spanish branch.
For tax purposes, a Spanish branch office of a foreign company is considered a permanent establishment in Spain. Therefore, the branch office will be subject to the same rules that apply to Spanish resident companies, and it must pay Spanish corporate income tax on its net income.
International tax treaties signed by Spain to provide relief from double taxation should be taken into consideration.
The branch office will pay VAT tax on the purchase of any goods or services in Spain. In some cases, this VAT may be refunded.
The branch must also pay Spanish Social Security and withholding tax on behalf of its employees.
The steps to be followed for establishing a branch office are:
- In order to open a representative office, a formal resolution of the foreign head office governing body (e.g. board of directors) authorizing the establishment of a branch in Spain and appointing a representative.
- The resolution must be duly legalized to be valid in Spain, i.e. approved by the board in accordance with the company's bylaws, duly notarized and stamped with The Hague Apostille and sworn translation into Spanish.
- Registration of the above resolution with the Mercantile Registry in Spain, including a copy of the head office corporate bylaws duly stamped also with The Hague Apostille and sworn translation into Spanish.