The fact that a limited company considers having a foreign partner not residing in Spain does not constitute an obstacle to it operating as if all the partners were Spanish. It does, however, require specific procedures to be carried out.
Firstly, if the foreign partner is not going to be present at the time of the constitution of the company, he must grant powers to a person residing in Spain to represent him before the Spanish notary who is to grant the deed. If the foreign partner is a company, it will be the representative of the company who grants the powers. The document stating the empowerment must be stamped with the Apostille of the Hague Convention of October 5, 1961.
The Apostille of the Hague is a process of legalization that consists of placing on the public document an annotation (Apostille) that certifies the authenticity of the signature of the public documents. This process is only valid between the countries that have signed the XII Convention of the Hague and abolishes the requirement of diplomatic and consular legalization, which will be required of non-signatory countries.The power of attorney, duly legalized, will be attached to the deed of constitution to be granted in Spain.
The next step will be obtaining a NIE for the foreign partner. This process is essential to be able to carry out any type of economic transaction in Spain. The NIE can be requested at any Spanish police station, or at the Spanish embassy or consulate of his country of residence.
To obtain the NIE the below documents need to be provided:
- Two copies of the standard application form EX-15 (printed version, digital version). You can see instructions on how to fill out the form in English here.
- A copy of the passport in its entirety (all pages), travel document, registration card, or identity document if the applicant is a citizen of the Union.
- Notarized letter explaining the economic, professional or social foundation for the request.
When documents from other countries are submitted, they must be translated into Spanish.
Then the foreign partner will have to make the capital contribution in which the transfer to the company account must include an explanation of its purpose.
It is also possible for a Spanish company to have a foreign administrator who does not reside in the country, whether or not he is a partner. Even a foreign company could hold the position of administrator. Read our article “6 things you should know before becoming the legal administrator of an S.L.” for more on this topic.
Under Spanish law, the incorporation of the company by a foreign founding partner is considered a foreign investment in Spain. Therefore, and as we explained in our article “¿How do I declare foreign investment received by my company?”, it is necessary to declare such foreign investment (one or all of them, if there are several foreign founding partners) for informative purposes to the Directorate-General for Trade and Investments (completing the application form D-1A).
If you have questions or want additional information don’t hesitate to contact AvaLaw at +34 932 553 107.