Setting up a Spanish subsidiary of a foreign company: articles of association and sworn translation

Spain is a frequent destination for foreign companies opening local operations: US tech companies with Spanish clients, post-Brexit British consultancies, French and German groups with Spanish industrial partners. The most common form is the incorporation of a Spanish subsidiary — a limited liability company (S.L.) or stock company (S.A.) owned by the foreign parent.

The process is workable in 4-8 weeks but document-heavy: the Spanish notary and Mercantile Registry need to see the foreign parent's articles of association apostilled and translated. This guide explains the flow.

Subsidiary vs branch: two distinct figures

Before diving into document detail, the distinction is key:

Spanish subsidiary

• Independent Spanish commercial company (S.L. or S.A.) owned by the parent.
• Own legal personality, separate from the parent.
• Liability limited to contributed capital (parent does not respond with its patrimony).
• Taxes in Spain on its profits (Spanish Corporate Tax).
• Requires share capital: €3,000 minimum (S.L.) or €60,000 minimum (S.A.).

Spanish branch

• Extension of the foreign parent — not a new legal entity.
• No own legal personality — the parent responds for branch operations.
• Taxes in Spain on earnings attributable to the branch (Non-Resident Income Tax with permanent establishment).
• No specific capital required.
• Registered at Mercantile Registry as branch of the parent.

The subsidiary is the most used form for legal security (limited liability) and operational flexibility (S.L. is flexible). But the parent's documentation is the same in both cases.

Foreign parent's documentation

The Spanish notary and Mercantile Registry need to see, apostilled and translated:

Incorporation deed or certificate

• US: certificate of incorporation (corporations) or certificate of formation (LLC), from Secretary of State of incorporation state.
• UK: certificate of incorporation from Companies House.
• France: extrait Kbis from Greffe du Tribunal de Commerce.
• Germany: Handelsregisterauszug from Handelsregister.
• Italy: visura camerale from Camera di Commercio.
• Netherlands: uittreksel from Kamer van Koophandel.

Current consolidated articles of association

• US: bylaws (corporations) or operating agreement (LLC).
• UK: articles of association (with or without memorandum depending on applicable Companies Act; companies incorporated after 2009 don't use memorandum).
• France: statuts (single document covering incorporation and operation).
• Germany: Satzung (AG) or Gesellschaftsvertrag (GmbH).

Important: current consolidated version, with all modifications incorporated. Spanish mercantile registries don't accept old articles with modifications separately — they require the current refunded version.

Certificate of existence and good standing

• US: certificate of good standing from Secretary of State.
• UK: certificate of good standing from Companies House.
• France and rest of EU: certificat de conformité or the extrait Kbis itself (which already certifies validity).

Validity: this certificate has maximum 3-6 months age when submitted. If older, request again.

Resolution of the governing body authorising the subsidiary incorporation

• Board resolution (in Anglo-Saxon companies).
• Délibération du conseil d'administration (in France).
• Beschluss der Geschäftsführung (in Germany).

This resolution identifies:

• Intention to incorporate the Spanish subsidiary.
• Desired company name.
• Capital contributed by parent.
• Proposed governing body in Spain.
• Natural or legal person designated as authorised representative to sign Spanish incorporation deed.

Power of attorney

• Power of attorney granted by legal representative of parent to favour the person signing the incorporation deed before Spanish notary.
• If a senior director of the parent travels to Spain to sign directly, no power needed — they identify with corporate document evidencing representation capacity.

We cover international powers of attorney in our specific fact sheet.

Apostille by country

Foreign corporate documents DO NOT benefit from EU Regulation 2016/1191 (which only covers civil status). Therefore, all require apostille even between EU States.

More detail in our apostille by country 2026 table.

Sworn translation into Spanish

All documents in another language get translated by a MAEC-accredited sworn translator-interpreter. The translation faithfully reproduces:

• Issuing mercantile registry header with its identification number and seal.
• Complete corporate name with original legal form (Limited, LLC, Inc., S.A., SARL, GmbH, etc.) — without "Hispanicising" the name.
• Registered office, parent's tax ID, corporate purpose.
• Share capital, division into participations or shares, political and economic rights.
• Corporate bodies: general meeting, governing body, powers, majorities.
• Share transfer regime.
• Dissolution and liquidation causes.
• Apostille fully translated.

At Textualia we have the articles of association technical fact sheet detailing what is translated from each corporate package.

Step-by-step process

Total timeline: 6-12 weeks from start. The slowest part is apostille in country of origin.

Special cases

100% owned subsidiary (sole-shareholder)

When the parent is sole shareholder, the subsidiary is sole-shareholder limited company (S.L.U.) and registers as such at the Mercantile Registry. Documentation is the same; only name in deed changes.

In-kind contribution

If parent contributes shares of other companies, real estate or intangibles instead of money, an independent expert report on valuation must be provided. S.A. requires it mandatorily; S.L. can skip but shareholders respond jointly for value for 5 years.

Subsidiary of holding in another low-tax jurisdiction

Spain applies greater scrutiny in operations with companies from jurisdictions considered "non-cooperative" (updated DGT list). Additional documentation may be required by notary or bank (source of capital, economic substance of parent).

Common mistakes in incorporations from foreign parent

1. Old non-consolidated articles. If the parent has made modifications (capital increases, purpose changes, registered office relocations), the current refunded version is required, not several separate documents.
2. Expired certificate of good standing. Three-six months pass fast. Verify before submitting.
3. Apostilling the wrong SoS. For a Delaware certificate of incorporation, the apostille goes to Delaware (not the state where the parent has operations).
4. Forgetting the governing body resolution. It's the document authorising the subsidiary incorporation. Without it, the Spanish notary may doubt the signer's capacity.
5. Confusing US certified translation with Spanish sworn translation. As in other cases: only the MAEC-accredited sworn translator's translation counts.
6. NIE of representative pending at deed signing. The representative signing needs Spanish NIE before deed. If the representative is the parent's CEO travelling, you must start NIE at consulate well in advance.
7. Registered office without real contract. Some applicants set domicile in virtual office without firm contract — the Registry can object. Best a real-contract domicile (office lease or coworking space lease with contract).

Related pages

• Sworn translation of articles of association — complete technical fact sheet
• Sworn translation of power of attorney — for representative's power in Spain
• Sworn translation of notarial deeds — for later acts before Spanish notary
• Sworn translation of commercial contracts — for accessory agreements
• Apostille by country: 2026 table
• Complete catalogue of documents

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