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4. Formation of a company

4.3. Fees and Costs

  • Fees of the notary handling the formation:
    1. As a general rule, for corporations and limited liability companies formed under the ordinary regime, the fees are charged on a sliding scale based on the capital stock. For guidance purposes, the official rates amount to approximately €90 for the first €6,010.12, after which rates of between 0.03% and 0.45% are applied to amounts of between €6,010,121 and €601,012.10. For any amount in excess of €6,010,121.10, the notary will receive the amount that is freely agreed upon by the executing parties.
    2. For limited liability companies formed telematically whose capital exceeds €3,100 or whose bylaws are not adapted to any of the forms approved by the Ministry of Justice, the fee will be €150.
    3. For limited liability companies formed telematically whose capital does not exceed €3,100 and whose bylaws are adapted to one of the forms approved by the Ministry of Justice, the fee will be €60.
  • Fees for registering the company at the local Commercial Registry:
    1. As a general rule, for corporations and limited liability companies formed under the ordinary regime, there are official rates that amount to €6.01 for the first €3,005, after which there is a sliding scale ranging from 0.005% and 0.10% for capital in excess of €6,010,121. The total fee is capped and may not exceed €2,181.
    2. For limited liability companies formed telematically whose capital exceeds €3,100 or whose bylaws are not adapted to any of the forms approved by the Ministry of Justice, the fee will be €100.
    3. For limited liability companies formed telematically whose capital does not exceed €3,100 and whose bylaws are adapted to any of the forms approved by the Ministry of Justice, the fee will be €40.
    4. The fee for registering at the Commercial Registry for Limited Liability Entrepreneurs (see section 5 of this Chapter 2 for more information) will be €40. The publication of the Limited Liability Entrepreneur’s registration in the Commercial Registry Official Gazette will be exempt from fees.In addition, in accordance with the Decision of April 5, 2019 of the Directorate-General of the State Tax Agency, which is temporarily suspended,23 invoices that include any fee for the performance of any transaction before the Property, Commercial and Personal Property Registries, including that of formal disclosure, which arise from documents filed at the relevant registry after March 5, 2017, will not be certified or paid. The only exception will be the fees issued by registries located in the territory of the Cataluña Autonomous Community, until the Cabinet of the Cataluña Autonomous Community Government issues the relevant decree supplementing the central government decree that gives rise to the registry demarcation.
  • Transfer tax under the “corporate transactions” heading, exempt in accordance with Royal Decree-Law 3/2010 (see Chapter 3)24.
  • Charge for processing of the opening/operating license or solemn declaration by the municipal authority. A one-off municipal tax, ordinarily a relatively small amount .Other expenses25 (e.g. professional fees) which are not readily quantifiable.

23This decision is temporarily suspended by the Decision of June 3, 2019, of the Directorate-General of the State Tax Agency.

24The decision by the Directorate-General of Registries and the Notarial Profession of January 26, 2012, establishes that in forming companies domiciled in territories where rules or instructions have been handed down regarding the settlement of transfer tax (including under the corporate transactions heading), the relevant tax return must be submitted together with the deed of formation at the relevant Commercial Registry.

25In accordance with the provisions of Law 12/2012 on Urgent Measures to Deregulate Trade and Certain Services, permanent establishments used for commercial retail purposes and the provision of certain services provided for in the Schedule to the Law with a useful sales and display area of up to 750 m2 will not generally be required to obtain an opening and operating license beforehand, but rather to submit a solemn declaration or prior communication. However, the start-up of certain large retail outlets may require the obtainment of authorization or an equivalent instrument granted by the competent body of the regional government.