A Canadian company that wants to operate in Spain without setting up an independent Spanish company can open a sucursal (branch): an establishment with no legal personality of its own, dependent on the parent company, registered at the Spanish Mercantile Registry. The alternative is a filial (subsidiary), a new Spanish company with its own legal personality; choosing between the two is a legal and tax decision for your lawyer. Here we focus on the Canadian documentation required, which has a quirk not found in other countries: Canada allows companies to incorporate federally or provincially, and the document proving the company remains active changes depending on which route you took.
Federal or provincial company: the first thing to confirm
Unlike the United States, where every company incorporates at state level, Canada has two incorporation routes:
- Federal, under the Canada Business Corporations Act, administered by Corporations Canada. The document proving the company remains active is the Certificate of Compliance.
- Provincial, under the corporate law of a specific province (Ontario, Quebec, British Columbia, Alberta and the rest). The equivalent document is called a Certificate of Status (or Certificate of Good Standing, depending on the province).
You can only request the certificate from the jurisdiction where the company is actually incorporated: if your company is federal, Corporations Canada is the only body that issues the Certificate of Compliance, even if you operate in several provinces. The first step is confirming which registry your company is on before requesting anything.
The documents the Spanish notary asks for
To execute the branch's opening deed, the notary needs from the parent company:
- Certificate of Incorporation, federal or provincial depending on the case.
- Certificate of Compliance (federal) or Certificate of Status (provincial), proving the company remains active.
- A board resolution authorising the branch's opening in Spain and appointing the legal representative.
- A power of attorney for that person, if it isn't already covered by the resolution above.
The apostille: different for federal and provincial
Since 11 January 2024 Canada applies the Hague Convention, leaving consular legalisation behind — we cover this in detail in our guide on Canada's apostille since 2024. The division of authority is the same one that governs any Canadian document:
- Global Affairs Canada apostilles federal documents — including Corporations Canada's Certificate of Compliance — and those from provinces and territories without their own authority.
- Ontario, Quebec, British Columbia, Alberta and Saskatchewan apostille their own provincial documents: an Ontario Certificate of Status is apostilled in Ontario, not in Ottawa.
Sending the document to the wrong body is the most common cause of delay in this type of filing.
The Quebec nuance: documentation in French
If your company was incorporated in Quebec, its corporate documentation is usually drafted in French — Quebec's Registraire des entreprises works in French, the same as the province's civil registry. In that case, the translation goes directly from French into Spanish, signed by a sworn French translator accredited by the MAEC, without going through English. It's the same nuance we already covered for Quebec civil-status records in a marriage file.
The sworn translation and the notarial deed
All of the parent company's documentation — certificate of incorporation, Certificate of Compliance or Status, board resolution and power of attorney, each with its apostille — gets translated into Spanish by a sworn translator-interpreter accredited by the MAEC. The Spanish notary incorporates this documentation into the public deed opening the branch, which is then registered at the relevant Mercantile Registry. Once the deed is registered, the next step is requesting the branch's NIF from Spain's tax agency using form 036.
What we're not
We're not legal or tax advisers, and we don't decide for you whether a branch or a subsidiary suits your case, or whether your company should have incorporated federally or provincially. Our job is translating, with official validity in Spain, the Canadian documentation the notary and the Mercantile Registry require for the opening.
In summary
- Canada allows companies to incorporate federally (Corporations Canada, Certificate of Compliance) or provincially (Certificate of Status). Confirm which applies to your company before requesting the certificate.
- Federal documents are apostilled at Global Affairs Canada; provincial ones, in the province itself if it has its own authority (Ontario, Quebec, British Columbia, Alberta, Saskatchewan).
- If your company is from Quebec, the translation goes directly from French into Spanish.
- All the documentation gets translated into Spanish by a sworn translator before the notarial deed.
Related pages
- Canada's apostille since 2024: who apostilles each document
- Opening a Spanish branch of a US company
- Getting married in Spain as a Canadian
→ Request my sworn translation
At Textualia we translate the Canadian documentation for opening your branch into Spanish — certificate of incorporation, Certificate of Compliance or Status, board resolution, power of attorney — from English or French, signed by a translator accredited by the MAEC.