2. INDEX
1.Some Start-ups Facts.
2.Main Steps for the Incorporation of Companies
3.The Limited Liability Company.
4.The Limited Liability Company New Business.
5.Main Procedures to become Sole Proprietor.
6.Some Start-up companies Creation Facts.
7.Formation Expenses
8.Formalities and Constitution Expenses: Spain vs Other European
Countries.
9.Recommendations of The European Union to the Governments of
the Member Countries for the Creation of Business.
9. 2.1. LIST OF PROCEDURES TO CREATE A COMPANY
REGISTER BANK NOTARY
TAX COLLECTOR
10. 2.2. PROCEDURES
• Certificate indicating that it doesn’t exist a company with the same name
• Drafting of the articles of incorporation and statutes
• Approval of the incorporation of the company
• Pay the transfer tax and legal documents
●
Entry in the commercial register.
●
Obtain the tax ID number
●
Registration of the company in the Social Security
●
Application for the licence in the City Hall
11. 2.3. HOW LONG DOES IT TAKE TO COMPLETE
THE PROCEDURE?
Country Time (Based on days)
Germany 11
Spain 13
Poland 37
Finland 14
Information based on this web page:
http://datos.bancomundial.org/indicador/IC.REG.DURS?
end=2016&start=2013&view=chart&year_high_desc=false
14. • This is a type of commercial partnership wherein
responsibility is limited to the capital contributed.
• The capital will comprise the contributions of all the
partners, divided into indivisible and accumulable equity
holdings.
• The transfer of the equity holdings should be formalised in
a public document.
• Around 90% of the small companies in Spain (those who
have less than 50 employees) are Limited Liability
Societies.
16. 4.1. CHARACTERISTICS
• It is a special type of Limited Liability Company.
• Two forms of constitution: telematic and face-to-face.
17. • Advantage:
It’s much easier and faster to create this kind of
society than any other one.
18. 4.2. LEGAL PROCEEDINGS BY
TELEMATIC MEANS
• Through the telematic procedure of creation of companies the
entrepreneur only has to make two trips:
• To the PAE where advising and completing the Single Electronic
Document (DUE) without the need to use paper forms.
• To the Notary's office, prior concerted appointment through the
PAE, for the granting of the deed of incorporation.
21. • Sole proprietor: Legally, a sole proprietor is somebody who
carries out an economic activity, the person holding the ownership
of an establishment open to the public.
5.1. WHAT IS A SOLE PROPRIETOR?
22. • 1. Admission in the Tax Collector.
• 2. Admission in the Social Security.
• 3. Admission in the City Hall: The opening and construction
licence.
5.2. THREE PROCEDURES TO BECOME SOLE PROPRIETOR
23. 5.3. ADMISSION IN THE TAX
COLLECTOR.
• Before starting an activity, the first thing you have
to do is to apply for admission in the Tax Collector.
For this, you must present the census declaration,
in which you will notify your personal information,
the Activity you are going to carry out, the
Location of your business and the Taxes you
will have to pay.
24. 5.4. ADMISSION IN THE SOCIAL
SECURITY
• Within a time period of 30 days of admission in the Tax Collector, you
must register in the Special Regime for Self-Employed person (RETA) of
the Social Security. For this you will have to present the model TA0521
in one of the administrations of the Social Security, with a photocopy
of the ID or equivalent and a photocopy of the admission in the
Tax Collector.
25. 5.5. ADMISSION IN THE CITY HALL:
THE OPENING LICENCE.
• The opening licence is a permission of the City Council to proceed
to the opening of the premises where the economic activity is going to be
carried out.
• The cost of the opening license for each location is calculated taking
into account three factors:
• 1. The commercial relevance of the street,
• 2. The size of the premises and
• 3. The type of activity.
26. 5.6. ADMISSION IN THE CITY HALL:
THE CONSTRUCTION LICENCE
The cost of the construction licence is higher, as are the number
of administrative requirements.
27. In many City Halls, the current procedure is to start working
once you have submitted the application, but only if you
accomplish all the requirements for your activity. Otherwise, you
will be forced to close or rectify the deficiencies detected,
and you shall be fined.
29. 6.1. WHAT ARE THEY?
Formation expenses are all those expenses
that are necessary for the constitution of a
mercantile society, and that usually accrue
before the formalization of the constitution.
30. 6.2. HOW MUCH DOES IT COST
TO CREATE A SOCIETY?
• Notarial costs: between 300 and 500 euros.
• Reservation of social denomination: between 15 and 20 euros.
• Legal advice: no cost.
• Registration in the Mercantile Registry: between 150 and 300
euros.
• Administrative management: It depends on each person.
The total cost can be between 500 and 1200 Euros.
31. 6.3. IN THE CASE OF A SOLE
PROPRIETOR
• As a sole proprietor, you only have to comply with Two
Procedures: go to the Tax Collector and the Social
Security.
• Registering as a self-employed or sole proprietor is totally free in
Spain. It doesn’t mean you won’t have any kind of expenses: you
will have to pay a fixed fee, around 250 € per month
32. 6.4. IN THE CASE OF A LIMITED
SOCIETY NEW COMPANY
• Formation Expenses are the same as for the creation of a
society.
34. It is said that in Spain founding a Start-up is a hard work
because of the amount of procedures needed.
35. According to an organisation called “Doing Business”,
www.doingbusiness.org, the best countries to create a start-up
are Denmark, England, Finland, Ireland, Germany and
Estonia.
Spain is in the 12th place.
36. 7.1. CREATION OF A LIMITED LIABILITY COMPANY IN
SPAIN: PROCEDURES
Negative certification of social name
Bank certification
Public deed granting
Application for provisional Tax Number
Paying taxes
Registration in the commercial register
37. 7.2. CREATION OF A LIMITED LIABILITY COMPANY IN
SPAIN: EXPENSES
As we said before:
• Notarial costs: between 300 and 500 euros.
• Reservation of social denomination: between 15 and 20 euros.
• Legal advice: no cost.
• Registration in the Mercantile Registry: between 150 and 300 euros.
• Administrative management: It depends on each person.
The total cost can be between 500 and 1200 Euros.
38. 7.3. COST OF SELF-EMPLOYED IN SPAIN
Most of self – employed choose to pay the minimum
contribution, and with almost no protection.
For news self-
employed there is
a flat rate of 50
euros
For the rest of the
self-employed,
there are high fees
plus VAT and the
Income Tax
39.
40. 7.4. COMPARISON BETWEEN EU COUNTRIES
GERMANY AUSTRIA UK FRANCE ITALY
Limited Society:
25.000 euros
(not very often)
-L.P.: are free -L.P.: 1 euro
-Partnership
-Unipersonal
Society
(more often)
-Unipersonal
societys
(Codex Fiscale and
Chamber of
Commerce)
-A.S.: 50.000 euros -The companies
cost 70.000 euros
-A.S.: 54.000 euros
which disbursed
25%
-A.S.: 37.000 euros
41. FRANCE UK ITALY HOLAND GERMANY
-Dues depend on
work and earnings
-Fixed fee of
between 18 and 58
euros
-They pay
depending on the
income with a
maximum rate of
20%
-Annual fee of 50
euros plus 100
euros per month of
medical insurance
-Must pay medical
insurance and a fee
of 140 euros that
the income about
1700 euros
-Do not pay fees in
their first year of
activity
-If it exceeds 5.59
pounds per year,
disappears
-The self-employed
have to pay VAT
declaration on a
monthly
-Health care,
retirement,
pensions ...
-Do not make
quarterly VAT
returns
-If you don’t reach
17500, you are
exempt
42. 8. RECOMENDATIONS OF THE
EUROPEAN UNION TO THE
GOVERNMENTS OF THE
MEMBER COUNTRIES FOR THE
CREATION OF BUSINESS
Erasmus+
43. 8.1. CREATING A BUSINESS
• In order to start a new business or expand your
business in another EU country you can go to the
relevant National Contact Point and learn the rules
that apply in that country.
• Depending on the country where you live, you can get
information on the internet by clicking your country
and you will get all the necessary information you
want.
44. • In each country, you can see the differences they have,
and you can choose your own country, or, the country that
suits you.
45. 8.2. Any citizen of the EU has
the right to:
• Create a business (even as a sole holder) in any
EU country (or Iceland, Norway or
Liechtenstein)
• Create a branch or subsidiary of an existing
company that has its registered office in the EU and is
already registered in an EU country.
46. 8.3. REQUIREMENTS
• 1. The time required to start a business must not exceed 3 days
• 2. the cost does not exceed 100 euros
• 3. all procedures can be done through a single
administrative body
• 4. it is possible to complete all registration formalities online
• 5. an online registration of a company can be made from
another EU country (through the National Contact Points)
48. 8.5. The most expensive and
cheapest countries
• The four most expensive EU countries are:
MEMBER STATES Days Cost
LUXEMBOURG 3 1.100€
BELGIUM 1.5 517€
CROATIA 1-5 105-670€
ITALY 1 2.000€
49. • The four cheapest EU countries are:
MEMBER STATES Days Cost
SLOVENIA 2.9 0€
LATVIA 2 33-36€
IRELAND 2-5 50€
BULGARIA 4 28-56€
50. THANK YOU
• Laura Agúndez
• Sergio Bonilla
• Laura Durán
• Andrea Esteban
• Héctor Flores
• Ismael Rodríguez
• Cristina Santano
