Foreign Property Investment

Registering a Branch/Surcusal of a UK Company in Spain

Our UK Branch Registration Service in Spain: This structure can be viewed as an alternative to using a SL company in turn owned by a UK limited company (This being done to allow dividends to be paid from the Spanish company free of any withholding taxes under EU Directive 90/435).

Cost wise, it is more expensive than establishing a SL and separate UK limited company but it is more cost-effective from a long-term maintenance perspective. Key differences between Branches and SLs are that Branches do not need to be capitalised, they are governed by British Company Law and are required to submit accounts in both the UK and Spain.

Incorporation of UK Limited Company Cost: €1,000.00

(Includes special main object clauses for Spanish property purchase, rental and property management, officially translated Memorandum & Articles of Association, Minutes and Certificate of Incorporation, legal verification of company documents by a solicitor so that eh Foreign & Commonwealth Office can Stamp all documents, payment of all government duties and biker fees, Apostilling of all pertinent documents under the Hague Convention of 1961)

Registration of UK Company Branch in Spain Cost: €1,500.00

 

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Spanish Branch Registration Process - We do all of these steps for you:

1. Obtain a Name Clearance Certificate from Mercantile Registry confirming Name availability
   
2. Prepare the Branches Spanish Articles of Association (Escritura).
   
3. Prepare and Draft a Power of Attorney in favour of our Spanish Lawyers so that he or she can sign the Escritura in front of the Notary Public.
   
4. Obtain a temporary tax code (CIF) from the Tax Office.
   
5. Apply for the exemption to pay Stamp Duty at 1% of the initial share capital.
   
6. Obtain a certificate from the Mercantile Registry that the constitution has been signed.
   
7. Register your Branch's trading activity in Spain at the Hacienda (Tax Office).
   
8. Obtain the permanent Corporate Tax Identification Number (CIF) at the Hacienda after the completion of the incorporation process.

Annual Domiciliation & Accountancy Services: It is essential that your Spanish Branch is properly maintained or it could easily become a "Sociedad Patrimonial" which could result in penalties as high as a 58% surcharge based on the net profits on any future disposition. Under Spanish law all Branches are required to appoint a local accountant, submit tve (VAT) quarterly returns, complete various standard Inland Revenue (Hacienda) Forms, have a Spanish registered office for official and service of process mail plus a permanent Spanish representative.

With our Annual Domiciliation and Accountancy Service our Spanish qualified accountants and administrators will ensure that your company is properly maintained. In addition, our UK accountants will also submit accounts to Trial Balance to the UK Inland Revenue, complete annual 363 Forms, pay requisite UK government lodgment duties, prepare and submit a CT600 Form.

Domiciliation (This includes the provision of a Spanish Registered Address and Service of Process Office including the nomination of a legal and tax representative for the Company to the Spanish authorities)

€600.00 per annum

 

Spanish Accountancy for a Single Purpose Property Owning Vehicle (SPPOV) - This includes:

Filing tax forms:
5 VAT forms: Form 300 (4), Form 390 (1)
5 Withholding forms: Form 110 (4), Form 190 (1)
1 Corporate tax form: Form 200
1 nonresident form for the director (if applicable): Form 210

4 Accounting Books: a maximum of 25 entries per year included in the fees.

Legalization of the Four Accounting Books: The associated fees are paid at the mercantile register once a year and are not included (for the Seville Mercantile Register, these fees are around 60 Euro).

Free Consultancy from Spanish Lawyers: Up to four hours per year to inform about Spanish legal and tax issues related to the SL or to the Director.

€1,800.00 per annum

 

UK Accountancy for a Single Purpose Property Owning Vehicle (SPPOV) - This includes:

Filing tax forms:
CT600 to the Inland Revenue
363 to Companies House Cardiff
Provision of a UK Registered Office Address

Accounting Books: Maintaining accounts to Trial Balance with quarterly reports (if requested)

Free Consultancy from UK Accountants: Up to two hours per year to inform about UK legal and tax issues related to the Branch or to the Director.

€850.00 per annum

 

Annual Property "Safe Deposit" Service: This is where SCF or the Spanish Lawyers maintain and keep safe all your company documents. Apart from the obvious benefit of knowing that all documents are safe, the real benefit of this service is that Spanish or UK Lawyers/Accountants can confirm that all documents pertaining to the Company/Branch and Property (i.e. the Property Deed) have never been in any hands save those of SCF, the Spanish Lawyers, or Company Bankers where there is a mortgage. This service is highly recommended where the shares in either an SL or Offshore Company may be sold to a future purchaser in order to avoid or mitigate capital gains, inheritance or wealth taxes.

€400.00 per annum

 

Contact us today to find out more about our competitive service.

 

Notes:
(1) The fees are for a privately owned property owned by a SPPOV
(2) Where there will be rental and other active services carried out by a company there will be extra accountancy fees.
(3) VAT will be added at 17.5% to all services supplied by the SCF Group.