Branch Office Registration in Spain

Within the spectrum of legal entities available to operate or invest in Spain, a branch office is a valid option to access the market with full guarantees. Mixed up often for subsidiary companies, branches are not a separated legal entity to its parent company but an extension to it.

Differences between a branch office and a subsidiary company can be seen in the following chart (LINK).

Branches have similar incorporation requirements to regular private companies (view requirements to set up a company Spain).

Some of the features of branch companies in Spain are:

• They must appoint a legal representative in Spain who will act as a general manager aka gerente;
• A public deed of registration must be signed before a notary public in Spain;
• Registration in the Spanish companies registry aka registro mercantil is mandatory;
• A declaration identifying the ultimate beneficiary owner (UBO) must be issued;
• Must register with the tax office to obtain a Spanish VAT number.

There are some significant differences too:

• No funding capital is needed for registration;
• No bylaws or incorporation articles are needed, instead, parent company certificate of incorporation translated into Spanish, notarized and apostilled will be mandatory for registration;
• No name should be obtained as the branch will be named after the parent company with the addition sucursal en España in the end.

A branch office, as it can be seen, are entities with a very particular status sharing many things in common with regular private companies except for the fact that is not separated entities from the parent company. Given that they require registration in the Spanish companies registry aka registro mercantil, are subjected to similar tax and bookkeeping obligations and need to appoint a local representative, subsidiary companies are often chosen instead to carry out business in Spain.

A branch office is still a good option when, for example, a foreign company is interested in carrying out an activity in Spain for a limited amount of time, do not want to spread its management keeping the decisions within the parent company or do not need a large structure to operate overseas.

Contact Legaliaspain lawyers and tax advisors for further information on how a branch office could be used to vehicle your business in Spain.