A US 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, entirely dependent on the parent company, registered at the Spanish Mercantile Registry. It's the faster route compared with setting up a filial (subsidiary) — a new Spanish company with its own legal personality — though it means the parent company answers directly for the branch's activity. Choosing between the two is a legal and tax decision for your lawyer or advisor; here we focus on the documentation the US parent has to provide, and how it reaches the Spanish notary translated.
The documents the Spanish notary asks for
To execute the branch's opening deed, the notary needs from the parent company:
- Certificate/Articles of Incorporation for the company in its state.
- Certificate of Good Standing (also called, depending on the state, Certificate of Existence or Certificate of Status): the document proving the company remains active and current with its filing obligations at the time of the request.
- A board resolution authorising the branch's opening in Spain and appointing the legal representative with sufficient powers.
- A power of attorney for whoever will act as the branch's representative in Spain, if it isn't already covered by the resolution above.
The Certificate of Good Standing: who issues it, and why the state matters
In the United States, companies are incorporated at state level, not federally — the same reason there's no single driving-licence exchange between the US and Spain. The Certificate of Good Standing is issued by the Secretary of State of the state where the company is incorporated (Delaware, New York, California or any other), and each state uses its own name for the document and its own processing timeline. It's worth requesting it as close as possible to the deed date: many notaries and Mercantile Registries require the certificate to be only a few months old, and the exact criterion varies by the Mercantile Registry handling the filing.
The apostille: at the same state, not in Washington
Here's the most common and most costly mistake in US company filings, which we cover in detail in our guide on US apostille: federal or state. The Certificate of Good Standing is a state document, so it's apostilled at the Secretary of State of that same state — never at the federal Department of State in Washington DC, which apostilles only documents from federal agencies (FBI, IRS, USCIS). Sending it to the wrong body is the most common cause of delay in this type of filing.
If the board resolution or the power of attorney are signed before a US notary public, they're also apostilled at the Secretary of State of the state where that notary acted — not necessarily the same state as the company's incorporation, if they differ.
The sworn translation and the notarial deed
All of the parent company's documentation — certificate of incorporation, Certificate of Good Standing, 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, already apostilled and translated, 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 (tax ID) from Spain's tax agency using form 036, again submitting the deed and the representative's identification.
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 — that decision depends on questions of liability, taxation and activity that your lawyer should assess. Our job is translating, with official validity in Spain, the US documentation the notary and the Mercantile Registry require for the opening.
In summary
- The branch depends legally on the US parent company; the subsidiary is an independent Spanish company. That choice is legal and tax-driven, not ours to make.
- The Certificate of Good Standing is issued by the Secretary of State of the company's state of incorporation, and it's worth requesting close to the deed date.
- It's apostilled at that same state's Secretary of State, never the federal Department of State.
- All the documentation — incorporation, Good Standing, board resolution, power of attorney — gets translated into Spanish by a sworn translator before the notarial deed.
Related pages
→ Request my sworn translation
At Textualia we translate the US documentation for opening your branch into Spanish — certificate of incorporation, Certificate of Good Standing, board resolution, power of attorney — signed by a translator accredited by the MAEC, ready to incorporate into the notarial deed.