Legal forms > Araba

What is it?: This procedure with the Provincial Treasury allows you to obtain a number that acts to identify the company in all spheres of work: labour, tax, and administration. It is like a national ID number (DNI) for the company. For individual professionals and businesspersons, the NIF is the owner of the activity’s DNI (national ID number).

Where?: You must apply for the Tax ID Number (NIF) at Provincial Treasuries. You must attend this appointment with the MODELO CENSAL (FISCAL FORM), to which end you must complete and file form 036, which you may obtain on the webpage and you must provide the documentation physically at the pertinent Provincial Treasury. 

The documentation you must provide is:

• Original or authorised copy and photocopy of the public deed, containing the Bylaws governing the company’s operation. 
• Certificate of registration of the company with the Commercial Register (if not available, it will suffice to provide the public deed with a printed stamp of the registration with the register). If not provided, a Tax ID Number will be provisionally assigned. 
• Photocopy of the tax ID number of the individual signing the fiscal statement, who must be a representative of the company. 
• Original and photocopy of the document proving that the individual signing the fiscal statement is legal representative of the company (not necessary if contained in the company’s deed). 

There is a one-month deadline after beginning activity to apply for this.

What is it?: In addition to mandatory procedures to establish different kinds of companies, you may also register the company’s different distinguishing signs: product or service trademarks, corporate names, patents, industrial designs, and utility models. This is optional, but highly recommended. These procedures are conducted at the Spanish Patent and Trademark Office, while scientific and artistic works and creations are registered at the Intellectual Property Register.

Where?: Spanish Patent and Trademark Office

The activity permit is one of the requirements needed to institute certain activities. Its purpose is to control proper use of activities permitted by ordinances and how they are conducted in different locations, reduce their environmental impact, and prevent harm to third parties. 

There are three categories of permits, depending on the potential effect on the environment where they are located, and/or on human health: 

• Classified Activities 
• Exempt Activities 

Exempt-Simplified Activities

This must be applied for at the pertinent Town Hall in order to conduct construction work on the establishment where the activity will be conducted. There are two kinds of permits: 

• Major construction, required for new construction, renovations, and reform work of a certain magnitude 
• Minor construction, applicable to small-scale work. 

With this procedure, you may apply to Town Hall for a permit to begin company activity. The purpose is for the venue where you are to conduct your activity to have the minimum conditions required to meet land regulations.

This taxes company, professional, or artistic activity. Its basic characteristics are: 

• It is a provincial tax. Responsibility for collecting it falls on town halls. 
• The tax is collected annually, but the quota is prorated based on the period in which you are active throughout the year. 
• The amount payable is determined based on a combination of different criteria. 

When the applicable quota is municipal, you register for the economic activity tax at Town Hall, while when the quota is provincial or national,, you register at the Provincial Treasury. Most sections of the economic activity tax are associated with a municipal quota. 

Those beginning activity are exempt during the first two years, along with companies with a transaction volume less than 2,000,000 euros (in Vitoria-Gasteiz, companies with a transaction volume less than 1,000,000 euros are exempt, with different tax allowances being applicable, depending on the case). 

You must complete this procedure within 10 business days immediately before beginning activity, after filing the fiscal statement (statement of registration with the Unique Census of Taxpayers of the Provincial Government). 

You must complete form 840 to declare registration and form 842 to declare registration for each business establishment affected by the activity.

Registration for municipal fees, such as trash collection, IBI (council tax), streetlight installation, etc.

You must conduct this procedure within 10 business days immediately before beginning activity, stating your activity categories, VAT registration (applicable scheme depending on activity type and selected corporate form), IRPF (Personal Income Tax), Special Taxes, withholdings, etc. 

This is conducted online: form 037 for natural persons.

This taxes company, professional, or artistic activity. Its basic characteristics are: 

• It is a provincial tax. Responsibility for collecting it falls on town halls. 
• The tax is collected annually, but the quota is prorated based on the period in which you are active throughout the year. 
• The amount payable is determined based on a combination of different criteria. 

When the applicable quota is municipal, you register for the economic activity tax at Town Hall, while when the quota is provincial or national,, you register at the Provincial Treasury. Most sections of the economic activity tax are associated with a municipal quota. 

Those beginning activity are exempt during the first two years, along with companies with a transaction volume less than 2,000,000 euros (in Vitoria-Gasteiz, companies with a transaction volume less than 1,000,000 euros are exempt, with different tax allowances being applicable, depending on the case). 

You must complete this procedure within 10 business days immediately before beginning activity, after filing the fiscal statement (statement of registration with the Unique Census of Taxpayers of the Provincial Government). 

You must complete form 840 to declare registration and form 842 to declare registration for each business establishment affected by the activity.

You must register under the Special Scheme for Self-Employed or Freelance Workers (RETA) with Social Security within 30 calendar days after beginning activity. You are required to have filed the Fiscal Registration Statement (form 037 referenced in section PROVINCIAL TREASURY) and the IAE (Economic Activity Tax) Registration Statement (Forms 840 and 842 referenced in the section TOWN HALL).

You may do this on the Social Security’s website for procedures related to affiliation, contributions, and collection of quotas. Moreover, it is your duty to access the website to receive notifications and communications from the Social Security’s General Treasury.

To register as a businessperson, you must complete form TA.6 and file the document issued by the Treasury with the Tax ID Number (NIF), showing the Company’s Economic Activity. The managing body or mutual insurance entity you have selected to cover occupational health and occupational accident hazards must be included. All self-employed employees are obligated to cover these contingencies, in addition to temporary disability, with a mutual insurance company that may be selected on the Asociación de Mutuas de Accidentes de Trabajo (Association of Occupational Hazard Mutual Insurance) website and on the list of mutual insurance companies on the Social Security’s website.

After registration, you must notify that the workplace is opening to the Autonomous Community’s Ministry of Labour, without forgetting to obtain the pertinent permits.

This is the Social Security Scheme for employed workers (if applicable). Registration under this scheme must take place before hiring.

This procedure is mandatory if the company hires workers. It must be conducted before hiring them with the Regional Labour Delegation of the Basque Government.

Not applicable, unless considered opportune

Procedures include procedures related to

• wastewater dumping. These are normally processed and resolved with the municipal opening permit.
• Waste management or waste authorisation. These are normally processed and resolved with the municipal opening permit.
• Environmental Impact Assessment. If necessary, you must apply for this before beginning construction. 

Before beginning construction on facilities, you must apply for the municipal permit for construction and to open the business at Town Hall. Specific documentation is required to this end.

If applicable, Town Hall will provide a copy to Environment, which will be responsible for categorising the activity and issuing the pertinent reports and taking corrective measures. Once the aforementioned is complete, Town Hall will grant the permit for the facilities. As of this point, and not before, you may begin construction, incorporating the proposed corrective measures.

After Town Hall has inspected and verified that everything has been performed according to specifications, the “Permit to Open Activity” shall be granted.

Procedure: Health authorisation and registration with the General Health Register of Feed and Food Businesses.

Normally, you must apply for authorisation before beginning operation and when the industry has been built. The maximum deadline for authorisation is 3 months.

The documentation to provide includes: 

• application for health operation authorisation, 
• ownership documentation, 
• documentation on the Self-Monitoring System (Hazard Analysis and Critical Control Points (HACCP), etc.

There are generally mandatory requirements to consider, such as the implementation of a traceability system, requirements related to food handling, etc.

After obtaining the Health Authorisation and Registration with the General Food Health Register, the food industry shall be subject to periodical inspections.

http://www.aecosan.msssi.gob.es/AECOSAN/web/seguridad_alimentaria/subseccion/procedimientos_registro.htm

It is generally necessary to conduct certain procedures with Industry, related to:

• Electrical installations. They normally require the technical project for high or low voltage, certificate of construction site management, contracts, etc. This must be done before start up.
• Fire protection. They normally require the technical project with the pertinent certificate from competent authorities. This must be done after construction is complete and before starting activity.
• Refrigeration installations. Depending on the power of the engines, projects may or may not be required. This must be done before beginning activity.
• Waste management.
• Storage of chemical products. You must provide the technical project before beginning activity and, when required, other documentation (civil liability policy, certificates, etc.).
• Installations with pressurised devices and containers. Before beginning activity, you must provide the technical project and, when required, other documentation (declaration of compliance for plumbing and containers, etc.).
• Fuels (diesel oil and gas). The technical project is normally required, certificates for tanks or apparatuses, etc. This must be done after construction is complete and before beginning activity.
• Registration with the Register of Industrial Establishments. This must be done after conducting procedures for start-up of all installations.

Procedures: 

• Registration with the Registers of Farming or Agro-Food Industries. https://www.euskadi.eus/registro-industrias-agrarias-alimentarias/web01-a2elikin/es/

You normally register after beginning activity.

Documentation to provide includes: registration application, health registration, ownership documentation, etc.

This procedure is mandatory if you wish to apply for subsidies.

• You must consider all recommendations and regulations on product labelling: https://etiquetado.elika.eus/

For food of differentiated quality, you must follow specifications set forth in EU Regulation 1151/2012 of the European Parliament and the Council on quality systems for agricultural and food products.

Foods of differentiated quality may be:

• Protected Designation of Origin (PDO)
• Protected Geographical Indication (PGI)
• Ecological Agriculture
• Other marks: Eusko Label

What is it?: A certificate proving that another Company with the same name does not exist. One of the partners must reserve the name and it is valid for a six-month period. 

Where?: Directly at the Central Commercial Register, with a Certification application form. By post: sending an application or letter to the Central Commercial Register office. The Register will respond with a certification against defrayal to the address provided in the application. Digitally: By completing the form on the Central Commercial Register’s website (www.rmc.es). 

The company name must include “Sociedad Anónima Laboral” (Public Limited Worker-Owned Company) or the abbreviation SAL. The adjective “laboral” (worker-owned) cannot be included in the name by companies not categorized as a “Worker-Owned Company”.

What is it?: For companies where the law requires minimum corporate capital, this capital must be disbursed before issuing the public deed. For SALs, at the moment they are established, at least 25 percent of each share must be subscribed and paid. 

Where?: Financial institution.

What is it?: This is a document that contains information on the company we are going to establish. It also makes it possible for the company to take on its own legal personality after registration with the Commercial Register. 

Said deed must contain the following aspects:

1. The identity of the partner or partners.
2. The desire of issuers to found a limited worker-owned company.
3. The cash, goods, or rights that each partner provides or pledges to provide, indicating the role in which they do so, and the number of shares attributed in payment.
4. The bylaws must govern the company’s operation.
5. The identity of the person or persons initially in charge of administering and representing the company.

    The Company’s bylaws must be included in the deed, an essential document governing the Company.

 
    The law sets what bylaws must contain at least, which must reference the name, address, and corporate purpose, the date of commencement of activity and the end of the corporate fiscal year, corporate capital, and the way or ways the Company’s administration is organised and how resolutions are adopted in corporate bodies, in addition to other aspects.

    Regarding the documentation required to conduct this procedure, in addition to the bylaws, a Notary must be provided with a certificate proving that the amounts provided by the partners has been deposited at a credit institution under the Company’s name.  

    Moreover, if non-monetary contributions are made to the Company (real estate, machinery, vehicles, etc.), the partners must provide the Notary with the certificates of ownership over said goods or their documentation.

Deadline: 6 months as of issue of the certificate proving that the corporate name does not have any matches.

Where?: It is issued by a notary office.

What is it?: This procedure with the Provincial Treasury allows you to obtain a number that acts to identify the company in all spheres of work: labour, tax, and administration. It is like a national ID number (DNI) for the company. 

Where?: You must apply for the Tax ID Number (NIF) at Provincial Treasuries. You must attend this appointment with the MODELO CENSAL (FISCAL FORM), to which end you must complete and file form 036, which you may obtain on the webpage and you must provide the documentation physically at the pertinent Provincial Treasury. 

The documentation you must provide is:

• Original or authorised copy and photocopy of the public deed, containing the Bylaws governing the company’s operation. 
• Certificate of registration of the company with the Commercial Register (if not available, it will suffice to provide the public deed with a printed stamp of the registration with the register). If not provided, a Tax ID Number will be provisionally assigned. 
• Original and photocopy of the document proving that the individual signing the fiscal statement is legal representative of the company (not necessary if contained in the company’s deed).

What is it?: This procedure with the Provincial Treasury allows you to obtain a number that acts to identify the company in all spheres of work: labour, tax, and administration. It is like a national ID number (DNI) for the company. 

Where?: You must apply for the Tax ID Number (NIF) at Provincial Treasuries. You must attend this appointment with the MODELO CENSAL (FISCAL FORM), to which end you must complete and file form 036, which you may obtain on the webpage and you must provide the documentation physically at the pertinent Provincial Treasury. 

The documentation you must provide is:

• Original or authorised copy and photocopy of the public deed, containing the Bylaws governing the company’s operation. 
• Certificate of registration of the company with the Commercial Register (if not available, it will suffice to provide the public deed with a printed stamp of the registration with the register). If not provided, a Tax ID Number will be provisionally assigned. 
• Original and photocopy of the document proving that the individual signing the fiscal statement is legal representative of the company (not necessary if contained in the company’s deed). 

   Before registration with the Commercial Register, the Worker-Owned Company must be qualified as such by the Basque Government’s Ministry of Labour and must be registered with the Administrative Register of Worker-Owned Companies.

    This procedure must be completed within 30 days after issue of the deed.

What is it?: Registration must occur within two months after issuing the Public deed. Application for registration with the Register requires the following documentation: 

• The Public deed. 
• Photocopy of the Tax ID Number (NIF), even if provisional. 
• Payment of Property Transfer Tax. 

Where?: Provincial Commercial Register

To register a Company qualified as Worker-Owned with the Commercial Register, you must provide a certificate proving that this Company was qualified as a Worker-Owned Company and is registered with the Administrative Register of Worker-Owned Companies.

What is it?: Mandatory corporate books for each kind of company (not applicable to natural persons) must be legalised at the Commercial Register.

Where?: Provincial Commercial Register

What is it?: In addition to mandatory procedures to establish different kinds of companies, you may also register the company’s different distinguishing signs: product or service trademarks, corporate names, patents, industrial designs, and utility models. This is optional, but highly recommended. These procedures are conducted at the Spanish Patent and Trademark Office, while scientific and artistic works and creations are registered at the Intellectual Property Register.

Where?: Spanish Patent and Trademark Office

The activity permit is one of the requirements needed to institute certain activities. Its purpose is to control proper use of activities permitted by ordinances and how they are conducted in different locations, reduce their environmental impact, and prevent harm to third parties. 

There are three categories of permits, depending on the potential effect on the environment where they are located, and/or on human health: 

• Classified Activities 
• Exempt Activities 
• Exempt-Simplified Activities

This must be applied for at the pertinent Town Hall in order to conduct construction work on the establishment where the activity will be conducted. There are two kinds of permits: 

• Major construction, required for new construction, renovations, and reform work of a certain magnitude 
• Minor construction, applicable to small-scale work.

With this procedure, you may apply to Town Hall for a permit to begin company activity. The purpose is for the venue where you are to conduct your activity to have the minimum conditions required to meet land regulations.

This taxes company, professional, or artistic activity. Its basic characteristics are: 

• It is a provincial tax. Responsibility for collecting it falls on town halls. 
• The tax is collected annually, but the quota is prorated based on the period in which you are active throughout the year. 
• The amount payable is determined based on a combination of different criteria. 

When the applicable quota is municipal, you register for the economic activity tax at Town Hall, while when the quota is provincial or national, you register at the Provincial Treasury. Most sections of the economic activity tax are associated with a municipal quota. 

Those who are beginning activity are exempt for the first two years, along with companies with a transaction volume less than 2,000,000 euros. 

You must complete this procedure within 10 business days immediately before beginning activity, after filing the fiscal statement (statement of registration with the Unique Census of Taxpayers of the Provincial Government). 

You must complete form 840 to declare registration and form 842 to declare registration for each business establishment affected by the activity.

Registration for municipal fees, such as trash collection, IBI (council tax), streetlight installation, etc.

You must conduct this procedure within 10 business days immediately before beginning activity, stating your activity categories, VAT registration (applicable scheme depending on activity type and selected corporate form), Special Taxes, withholdings, etc. 

This is conducted online: form 036 for legal persons.

This taxes company, professional, or artistic activity. Its basic characteristics are: 

• It is a provincial tax. Responsibility for collecting it falls on town halls. 
• The tax is collected annually, but the quota is prorated based on the period in which you are active throughout the year. 
• The amount payable is determined based on a combination of different criteria. 

You must register for the IAE (Economic Activity Tax) at the Provincial Treasury if the quota is provincial or national. 

Those who are beginning activity are exempt for the first two years, along with companies with a transaction volume less than 2,000,000 euros. 

You must complete this procedure within 10 business days immediately before beginning activity, after filing the fiscal statement (statement of registration with the Unique Census of Taxpayers of the Provincial Government). 

You must complete form 840 to declare registration and form 842 to declare registration for each business establishment affected by the activity.

Shareholder workers at worker-owned companies, regardless of their holding in corporate capital, and even if part of the corporate administrative body, shall be considered hired workers for purposes of inclusion in the General or Special Social Security Scheme as applies based on their activity. They shall be included under unemployment protection and the protection granted by the Fondo de Garantía Salarial (Wages Guarantee Fund), provided that these contingencies are set forth in said Scheme.

When, due to their role as corporate administrators, said shareholders conduct corporate management and direction duties, and are compensated for conducting this role, whether or not simultaneously linked to the company by means of a common or special labour relationship, or when, due to their status as corporate administrators, they conduct management and director duties for the company and are simultaneously linked to the company by means of a special labour relationship for upper management staff, they shall be similar to hired workers, for purposes of inclusion under the pertinent Social Security Scheme, excluding protection for unemployment and protection granted by the Wage Guarantee Fund, provided that their holding in corporate capital, along with the holding of their spouse and relatives by blood, marriage, and adoption to the second degree with whom they live is less than fifty percent, or can prove that effective control over the company requires a tender process with individuals who are not family relatives.

This is the Social Security Scheme for employed workers (if applicable). Registration under this scheme must take place before hiring. 

Labour and Social Security Inspection. Visitor Log Application. 

Companies must have a Visitor Log at each workplace available to Labour and Social Security inspection officers and civil servants authorised to conduct occupational hazard inspections. Each copy of the Visitor Log must be authorised by the Provincial Chief of Inspection in the workplace’s province. To this end, they must attend said inspection with the Log where the company’s information is included. Companies may ask for a paper replacement of the log by registering in the digital app for the electronic Visitor Log. They must guarantee that each workplace has at least one PC with a smart card reader device with authorised online access to the LVe app.  

General Social Security Treasury. Worker affiliation (if not affiliated) 

All workers must be affiliated. Affiliation is an administrative action by means of which the TGSS acknowledges that the natural person is included in the System the first time they conduct a labour activity. This must be done before the worker begins providing services, and under no circumstances before sixty calendar days before the scheduled date to begin activity. 

Affiliation with Social Security may be conducted:

• At the behest of the businessperson 
• At the behest of the worker 
• Ex officio by the General Social Security Treasury 

Public Employment Service. Registering labour contracts 

This procedure consists of legalising or registering hired workers’ labour contracts. This is a mandatory procedure that the company must complete in no more than 10 days after signing the contract. The procedure may be conducted in person or digitally. 

Provincial Labour Inspection. Obtaining the work calendar  

Companies must display the work calendar at each workplace in a visible location. Said calendar must contain the company’s work schedule and annual distribution of working days, holidays, weekly rest days and rest between workdays, and other non-working days, considering the maximum legal workday or, if applicable, the workday agreed upon by collective bargaining or between parties. Each year, the pertinent work calendar shall be prepared and displayed for that year.

This procedure is mandatory if the company hires workers. It must be conducted before hiring them with the Regional Labour Delegation of the Basque Government. Said notification must occur before or within the thirty days following the inauguration of the workplace.

Accounts must be annually filed at the Register where the Company has its corporate headquarters to deposit them, meaning they are not returned to the client.

Failure to file annual accounts leads to closure of the register sheet, which means that no documents may be registered at the Register. To reopen it, the company must deposit at least the three past fiscal years.

Deadlines

The deadline set by the Spanish Companies Law is: The accounts must be drawn up by a maximum deadline of three months after the end of the company’s fiscal year and approved by the General Board within the first six months after the end of the fiscal year.

The deadline to FILE the annual accounts is within the month following the Board’s approval of accounts, meaning that the final day should fall on the last day of the month after they were approved. For example, for accounts approved 2 June, the final deadline would be 31 July.

Procedures include procedures related to

• wastewater dumping. These are normally processed and resolved with the municipal opening permit.
• Waste management or waste authorisation. These are normally processed and resolved with the municipal opening permit.
• Environmental Impact Assessment. If necessary, you must apply for this before beginning construction. 

Before beginning construction on facilities, you must apply for the municipal permit for construction and to open the business at Town Hall. Specific documentation is required to this end.

If applicable, Town Hall will provide a copy to Environment, which will be responsible for categorising the activity and issuing the pertinent reports and taking corrective measures. Once the aforementioned is complete, Town Hall will grant the permit for the facilities. As of this point, and not before, you may begin construction, incorporating the proposed corrective measures.

After Town Hall has inspected and verified that everything has been performed according to specifications, the “Permit to Open Activity” shall be granted.

Procedure: Health authorisation and registration with the General Health Register of Feed and Food Businesses.

Normally, you must apply for authorisation before beginning operation and when the industry has been built. The maximum deadline for authorisation is 3 months.

The documentation to provide includes: 

• application for health operation authorisation, 
• ownership documentation, 
• documentation on the Self-Monitoring System (Hazard Analysis and Critical Control Points (HACCP), etc.

There are generally mandatory requirements to consider, such as the implementation of a traceability system, requirements related to food handling, etc.

After obtaining the Health Authorisation and Registration with the General Food Health Register, the food industry shall be subject to periodical inspections.

http://www.aecosan.msssi.gob.es/AECOSAN/web/seguridad_alimentaria/subseccion/procedimientos_registro.htm

It is generally necessary to conduct certain procedures with Industry, related to:

• Electrical installations. They normally require the technical project for high or low voltage, certificate of construction site management, contracts, etc. This must be done before start up.
• Fire protection. They normally require the technical project with the pertinent certificate from competent authorities. This must be done after construction is complete and before starting activity.
• Refrigeration installations. Depending on the power of the engines, projects may or may not be required. This must be done before beginning activity.
• Waste management.
• Storage of chemical products. You must provide the technical project before beginning activity and, when required, other documentation (civil liability policy, certificates, etc.).
• Installations with pressurised devices and containers. Before beginning activity, you must provide the technical project and, when required, other documentation (declaration of compliance for plumbing and containers, etc.).
• Fuels (diesel oil and gas). The technical project is normally required, certificates for tanks or apparatuses, etc. This must be done after construction is complete and before beginning activity.
• Registration with the Register of Industrial Establishments. This must be done after conducting procedures for start-up of all installations.

Procedures: 

• Registration with the Registers of Farming or Agro-Food Industries. https://www.euskadi.eus/registro-industrias-agrarias-alimentarias/web01-a2elikin/es/

You normally register after beginning activity.

Documentation to provide includes: registration application, health registration, ownership documentation, etc.

This procedure is mandatory if you wish to apply for subsidies.

• You must consider all recommendations and regulations on product labelling: https://etiquetado.elika.eus/

For food of differentiated quality, you must follow specifications set forth in EU Regulation 1151/2012 of the European Parliament and the Council on quality systems for agricultural and food products.

Foods of differentiated quality may be:

• Protected Designation of Origin (PDO)
• Protected Geographical Indication (PGI)
• Ecological Agriculture
• Other marks: Eusko Label

What is it?: A certificate proving that another Company with the same name does not exist. One of the partners must reserve the name and it is valid for a six-month period. 

Where?: Directly at the Central Commercial Register, with a Certification application form. By post: sending an application or letter to the Central Commercial Register office. The Register will respond with a certification against defrayal to the address provided in the application. Digitally: By completing the form on the Central Commercial Register’s website (www.rmc.es).

What is it?: For companies for which the law requires minimum corporate capital, this capital must be disbursed before issuing the public deed. 

Where?: Financial institution.

Contributions may also be non-monetary, such as real estate. In this regard, public limited companies have a very strict system. It is mandatory that these assets be appraised by experts appointed by the Commercial Register, such that appraisal of the assets is not higher than the actual value, which would be fraud both for the creditors and the other shareholders.

Notwithstanding, there are two different systems to establish these companies:

1. Simultaneous establishment: shareholders disburse total contributions when the public deed is issued.
2. Successive establishment: this means part, or a large part of the shares are not disbursed until later. However, this process is complex and is used by very large companies.

What is it?: This is a document that contains information on the company we are going to establish. It also makes it possible for the company to take on its own legal personality after registration with the Commercial Register. 

This deed is obligated to contain: 

• The identity of the shareholder or shareholders and their desire to establish a limited liability company. 
• The contributions made by each shareholder (the initial corporate capital must be previously deposited with a financial institution).
• Corporate bylaws. 
• Determination of the specific way that administration is initially organised and the identity of the person or persons who are initially in charge of administration and corporate representation.  
• All agreements and conditions that shareholders deem appropriate to establish may be included, provided they do not contravene the law. 

What are Bylaws? These are the rules of operation of the company, and must include at least: 

• The company name. 
• The corporate purpose, establishing the company’s activities. 
• Corporate headquarters. 
• Corporate capital. Types of shares and series, if they exist; the par value pending payment, as well as the method and deadline to do so; whether shares are represented by a certificate or a book entry. If represented by certificates, it should be mentioned whether these are nominative shares or to the bearer, and whether it is planned to issue multiple certificates.
• The way or ways in which company administration is organised, the number of administrators or, at least, the maximum and minimum number, and how long the position lasts and the compensation system, if any. The administrative body may be organised in different ways, including:
  • A single administrator: consisting of one single person.
  • Two administrators: who can conjointly make decisions, which means that they must reach mutual agreement.
  • Board of Administrators: with a variable number between 3 and 12 members, normally representing different groups of shareholders. Used in large companies. It is important to note that the members of this body may be either natural persons or legal persons, which means that an association or another commercial company may be members. Lastly, consider that the members of this body need not be shareholders in the public limited company. Control of the company may be granted to a third party, although this is not advisable.
• How the company’s collegiate bodies deliberate and adopt resolutions.

Deadline: 6 months as of issue of the certificate proving that the corporate name does not have any matches.

Where?: It is issued by a notary office.

What is it?: This procedure with the Provincial Treasury allows you to obtain a number that acts to identify the company in all spheres of work: labour, tax, and administration. It is like a national ID number (DNI) for the company. 

Where?: You must apply for the Tax ID Number (NIF) at Provincial Treasuries. You must attend this appointment with the MODELO CENSAL (FISCAL FORM), to which end you must complete and file form 036, which you may obtain on the webpage and you must provide the documentation physically at the pertinent Provincial Treasury. 

The documentation you must provide is:

• Original or authorised copy and photocopy of the public deed, containing the Bylaws governing the company’s operation. 
• Certificate of registration of the company with the Commercial Register (if not available, it will suffice to provide the public deed with a printed stamp of the registration with the register). If not provided, a Tax ID Number will be provisionally assigned. 
• Original and photocopy of the document proving that the individual signing the fiscal statement is legal representative of the company (not necessary if contained in the company’s deed).

What is it?: This provincial tax is on the transfer of property from your own equity to the company (corporate capital). For individual professionals and businesspersons, there is no obligation to provide capital for the company. This is conducted with the Provincial Treasury. Operations to establish a company are subject to this but exempt.

You must pay the property transfer and legal document tax. The deadline for payment is 30 business days after the document has been issued. The same Notary tends to do this. Otherwise, you will need the first copy and the simple copy of the notary document, the national ID number (DNI) or foreign id number (NIE) of the company’s legal representative and the tax ID number (NIF) (even if provisional) of the company.

Where?:  Provincial Treasury

What is it?: Registration must occur within one month after issuing the Public Deed. Application for registration with the Register requires the following documentation: 

• The Public deed. 
• Photocopy of the Tax ID Number (NIF), even if provisional. 
• Payment of Property Transfer Tax. 

Where?: Provincial Commercial Register

What is it?: Mandatory corporate books for each kind of company (not applicable to natural persons) must be legalised at the Commercial Register. They must also keep a Book-Log of nominative shares, annotating successive transfers of shares, as well as establishment of rights in rem and other encumbrances on them (e.g., embargos). The company shall only call shareholder individuals registered in this book.

Where?: Provincial Commercial Register

What is it?: In addition to mandatory procedures to establish different kinds of companies, you may also register the company’s different distinguishing signs: product or service trademarks, corporate names, patents, industrial designs, and utility models. This is optional, but highly recommended. These procedures are conducted at the Spanish Patent and Trademark Office, while scientific and artistic works and creations are registered at the Intellectual Property Register.

Where?: Spanish Patent and Trademark Office

The activity permit is one of the requirements needed to institute certain activities. Its purpose is to control proper use of activities permitted by ordinances and how they are conducted in different locations, reduce their environmental impact, and prevent harm to third parties. 

There are three categories of permits, depending on the potential effect on the environment where they are located, and/or on human health: 

• Classified Activities 
• Exempt Activities 
• Exempt-Simplified Activities

This must be applied for at the pertinent Town Hall in order to conduct construction work on the establishment where the activity will be conducted. There are two kinds of permits: 

• Major construction, required for new construction, renovations, and reform work of a certain magnitude 
• Minor construction, applicable to small-scale work. 

With this procedure, you may apply to Town Hall for a permit to begin company activity. The purpose is for the venue where you are to conduct your activity to have the minimum conditions required to meet land regulations.

This taxes company, professional, or artistic activity. Its basic characteristics are: 

• It is a provincial tax. Responsibility for collecting it falls on town halls. 
• The tax is collected annually, but the quota is prorated based on the period in which you are active throughout the year. 
• The amount payable is determined based on a combination of different criteria. 

When the applicable quota is municipal, you register for the economic activity tax at Town Hall, while when the quota is provincial or national, you register at the Provincial Treasury. Most sections of the economic activity tax are associated with a municipal quota. 

Those who are beginning activity are exempt for the first two years, along with companies with a transaction volume less than 2,000,000 euros. 

You must complete this procedure within 10 business days immediately before beginning activity, after filing the fiscal statement (statement of registration with the Unique Census of Taxpayers of the Provincial Government). 

You must complete form 840 to declare registration and form 842 to declare registration for each business establishment affected by the activity.

Registration for municipal fees, such as trash collection, IBI (council tax), streetlight installation, etc.

You must conduct this procedure within 10 business days immediately before beginning activity, stating your activity categories, VAT registration (applicable scheme depending on activity type and selected corporate form), Special Taxes, withholdings, etc. 

This is conducted online: form 036 for legal persons.

This taxes company, professional, or artistic activity. Its basic characteristics are: 

• It is a provincial tax. Responsibility for collecting it falls on town halls. 
• The tax is collected annually, but the quota is prorated based on the period in which you are active throughout the year. 
• The amount payable is determined based on a combination of different criteria. 

You must register for the IAE (Economic Activity Tax) at the Provincial Treasury if the quota is provincial or national. 

Those who are beginning activity are exempt for the first two years, along with companies with a transaction volume less than 2,000,000 euros. 

You must complete this procedure within 10 business days immediately before beginning activity, after filing the fiscal statement (statement of registration with the Unique Census of Taxpayers of the Provincial Government). 

You must complete form 840 to declare registration and form 842 to declare registration for each business establishment affected by the activity.

The following shall be included under the General Scheme:

1. Hired workers.
2. Shareholder workers, even when they are administrators, if holding this position does not include company direction and management duties and they do not possess control. 
3. Administrators are similar to hired workers, excluding protection for unemployment and from the Wage Guarantee Fund, provided they do not control the company, when their role includes company direction and management duties, and they are compensated for it or for their status as workers at the company. In both cases, barring proof otherwise, it shall be assumed that the worker holds effective control of the company when any of the following circumstances occurs:

• At least half of corporate capital is distributed among shareholders with whom they live and with whom they are married or related by blood, marriage, or adoption to the second degree.
• Their holding in corporate capital is equal to or greater than one-third of the total.
• Their holding in corporate capital is equal to or greater than one-fourth of the total if they have been assigned company direction and management duties.

The deadline for registration is 30 days and the application may be filed in-person or digitally. 

This is the Social Security Scheme for employed workers (if applicable). Registration under this scheme must take place before hiring.

Labour and Social Security Inspection. Visitor Log Application. 

Companies must have a Visitor Log at each workplace available to Labour and Social Security inspection officers and civil servants authorised to conduct occupational hazard inspections. Each copy of the Visitor Log must be authorised by the Provincial Chief of Inspection in the workplace’s province. To this end, they must attend said inspection with the Log where the company’s information is included. Companies may ask for a paper replacement of the log by registering in the digital app for the electronic Visitor Log. They must guarantee that each workplace has at least one PC with a smart card reader device with authorised online access to the LVe app.  

General Social Security Treasury. Worker affiliation (if not affiliated) 

All workers must be affiliated. Affiliation is an administrative action by means of which the TGSS acknowledges that the natural person is included in the System the first time they conduct a labour activity. This must be done before the worker begins providing services, and under no circumstances before sixty calendar days before the scheduled date to begin activity. 

Affiliation with Social Security may be conducted:

• At the behest of the businessperson 
• At the behest of the worker 
• Ex officio by the General Social Security Treasury 

Public Employment Service. Registering labour contracts 

This procedure consists of legalising or registering hired workers’ labour contracts. This is a mandatory procedure that the company must complete in no more than 10 days after signing the contract. The procedure may be conducted in person or digitally. 

Provincial Labour Inspection. Obtaining the work calendar  

Companies must display the work calendar at each workplace in a visible location. Said calendar must contain the company’s work schedule and annual distribution of working days, holidays, weekly rest days and rest between workdays, and other non-working days, considering the maximum legal workday or, if applicable, the workday agreed upon by collective bargaining or between parties. Each year, the pertinent work calendar shall be prepared and displayed for that year.

This procedure is mandatory if the company hires workers. It must be conducted before hiring them with the Regional Labour Delegation of the Basque Government. Said notification must occur before or within the thirty days following the inauguration of the workplace.

Accounts must be annually filed at the Register where the Company has its corporate headquarters to deposit them, meaning they are not returned to the client.

Failure to file annual accounts leads to closure of the register sheet, which means that no documents may be registered at the Register. To reopen it, the company must deposit at least the three past fiscal years.

Deadlines

The deadline set by the Spanish Companies Law is: The accounts must be drawn up by a maximum deadline of three months after the end of the company’s fiscal year and approved by the General Board within the first six months after the end of the fiscal year.

The deadline to FILE the annual accounts is within the month following the Board’s approval of accounts, meaning that the final day should fall on the last day of the month after they were approved. For example, for accounts approved 2 June, the final deadline would be 31 July.

Procedures include procedures related to

• wastewater dumping. These are normally processed and resolved with the municipal opening permit.
• Waste management or waste authorisation. These are normally processed and resolved with the municipal opening permit.
• Environmental Impact Assessment. If necessary, you must apply for this before beginning construction. 

Before beginning construction on facilities, you must apply for the municipal permit for construction and to open the business at Town Hall. Specific documentation is required to this end.

If applicable, Town Hall will provide a copy to Environment, which will be responsible for categorising the activity and issuing the pertinent reports and taking corrective measures. Once the aforementioned is complete, Town Hall will grant the permit for the facilities. As of this point, and not before, you may begin construction, incorporating the proposed corrective measures.

After Town Hall has inspected and verified that everything has been performed according to specifications, the “Permit to Open Activity” shall be granted.

Procedure: Health authorisation and registration with the General Health Register of Feed and Food Businesses.

Normally, you must apply for authorisation before beginning operation and when the industry has been built. The maximum deadline for authorisation is 3 months.

The documentation to provide includes: 

• application for health operation authorisation, 
• ownership documentation, 
• documentation on the Self-Monitoring System (Hazard Analysis and Critical Control Points (HACCP), etc.

There are generally mandatory requirements to consider, such as the implementation of a traceability system, requirements related to food handling, etc.

After obtaining the Health Authorisation and Registration with the General Food Health Register, the food industry shall be subject to periodical inspections.

http://www.aecosan.msssi.gob.es/AECOSAN/web/seguridad_alimentaria/subseccion/procedimientos_registro.htm

It is generally necessary to conduct certain procedures with Industry, related to:

• Electrical installations. They normally require the technical project for high or low voltage, certificate of construction site management, contracts, etc. This must be done before start up.
• Fire protection. They normally require the technical project with the pertinent certificate from competent authorities. This must be done after construction is complete and before starting activity.
• Refrigeration installations. Depending on the power of the engines, projects may or may not be required. This must be done before beginning activity.
• Waste management.
• Storage of chemical products. You must provide the technical project before beginning activity and, when required, other documentation (civil liability policy, certificates, etc.).
• Installations with pressurised devices and containers. Before beginning activity, you must provide the technical project and, when required, other documentation (declaration of compliance for plumbing and containers, etc.).
• Fuels (diesel oil and gas). The technical project is normally required, certificates for tanks or apparatuses, etc. This must be done after construction is complete and before beginning activity.
• Registration with the Register of Industrial Establishments. This must be done after conducting procedures for start-up of all installations.

Procedures: 

• Registration with the Registers of Farming or Agro-Food Industries. https://www.euskadi.eus/registro-industrias-agrarias-alimentarias/web01-a2elikin/es/

You normally register after beginning activity.

Documentation to provide includes: registration application, health registration, ownership documentation, etc.

This procedure is mandatory if you wish to apply for subsidies.

• You must consider all recommendations and regulations on product labelling: https://etiquetado.elika.eus/

For food of differentiated quality, you must follow specifications set forth in EU Regulation 1151/2012 of the European Parliament and the Council on quality systems for agricultural and food products.

Foods of differentiated quality may be:

• Protected Designation of Origin (PDO)
• Protected Geographical Indication (PGI)
• Ecological Agriculture
• Other marks: Eusko Label

Financial institution

This is set forth by resolution of the partners in a private document signed by all partners. Said document must set forth the following:

• Identity of the partners.-
• Contributions of each partner, indicating the stakeholder percentages in losses and earnings.-
• Activity and corporate purpose.-
• System of administration and representation (one single administrator or administrators, joint or several).-
• Activity duration.-
• Causes for dissolution and liquidation (regulated in article 1700 of the Civil Code):

Term expires

Loss of thing or termination of business for which it was founded

Death, insolvency, incapacitation or declaration of prodigality of any of the partners and in the case set forth in article 1699 of the Civil Code.-

Because any of the partners wish to, subject to articles 1705 and 1707 of the Civil Code.

Only in the event that real estate or real rights are contributed shall it be necessary to establish the company in a public deed

What is it?: This procedure with the Provincial Treasury allows you to obtain a number that acts to identify the company in all spheres of work: labour, tax, and administration. It is like a national ID number (DNI) for the company. For individual professionals and businesspersons, the NIF is the owner of the activity’s DNI (national ID number).

Where?: You must apply for the Tax ID Number (NIF) at Provincial Treasuries. You must attend this appointment with the MODELO CENSAL (FISCAL FORM), to which end you must complete and file form 036, which you may obtain on the webpage and you must provide the documentation physically at the pertinent Provincial Treasury. 

The documentation you must provide is:

• Original private establishment contract, containing the sections set forth in section 5.-
• Photocopy of the tax ID number of the individual signing the fiscal statement, who must be a representative of the company. 

Deadline: notification of registration of economic activity must be provided before beginning, if economic transactions are conducted or if this gives way to the obligation to withhold or pay on account.-

Applicable

The activity permit is one of the requirements needed to institute certain activities. Its purpose is to control proper use of activities permitted by ordinances and how they are conducted in different locations, reduce their environmental impact, and prevent harm to third parties. 

There are three categories of permits, depending on the potential effect on the environment where they are located, and/or on human health: 

• Classified Activities 
• Exempt Activities 

Exempt-Simplified Activities

This must be applied for at the pertinent Town Hallin order to conduct construction work on the establishment where the activity will be conducted. There are two kinds of permits: 

• Major construction, required for new construction, renovations, and reform work of a certain magnitude 
• Minor construction, applicable to small-scale work.

With this procedure, you may apply to Town Hall for a permit to begin company activity. The purpose is for the venue where you are to conduct your activity to have the minimum conditions required to meet land regulations.

This taxes company, professional, or artistic activity. Its basic characteristics are: 

• It is a provincial tax. Responsibility for collecting it falls on town halls. 
• The tax is collected annually, but the quota is prorated based on the period in which you are active throughout the year. 
• The amount payable is determined based on a combination of different criteria. 

When the applicable quota is municipal, you register for the economic activity tax at Town Hall, while when the quota is provincial or national, you register at the Provincial Treasury. Most sections of the economic activity tax are associated with a municipal quota. 

Those beginning activity are exempt during the first two years, along with companies with a transaction volume less than 2,000,000 euros (in Vitoria-Gasteiz, companies with a transaction volume less than 1,000,000 euros are exempt, with different tax allowances being applicable, depending on the case). 

You must complete this procedure within 10 business days immediately before beginning activity, after filing the fiscal statement (statement of registration with the Unique Census of Taxpayers of the Provincial Government). 

You must complete form 840 to declare registration and form 842 to declare registration for each business establishment affected by the activity.

Registration for municipal fees, such as trash collection, IBI (council tax), streetlight installation, etc.

You must conduct this procedure within 10 business days immediately before beginning activity, stating your activity categories, VAT registration (applicable scheme depending on activity type and selected corporate form), IRPF (Personal Income Tax), Special Taxes, withholdings, etc. 

This is conducted online: form 037 for natural persons.

This taxes company, professional, or artistic activity. Its basic characteristics are: 

• It is a provincial tax. Responsibility for collecting it falls on town halls. 
• The tax is collected annually, but the quota is prorated based on the period in which you are active throughout the year. 
• The amount payable is determined based on a combination of different criteria. 

When the applicable quota is municipal, you register for the economic activity tax at Town Hall, while when the quota is provincial or national, you register at the Provincial Treasury. Most sections of the economic activity tax are associated with a municipal quota. 

Those beginning activity are exempt during the first two years, along with companies with a transaction volume less than 2,000,000 euros (in Vitoria-Gasteiz, companies with a transaction volume less than 1,000,000 euros are exempt, with different tax allowances being applicable, depending on the case). 

You must complete this procedure within 10 business days immediately before beginning activity, after filing the fiscal statement (statement of registration with the Unique Census of Taxpayers of the Provincial Government). 

You must complete form 840 to declare registration and form 842 to declare registration for each business establishment affected by the activity.

Yes, if hiring workers

You must register under the Special Scheme for Self-Employed or Freelance Workers (RETA) with Social Security within 30 calendar days after beginning activity. You are required to have filed the Fiscal Registration Statement (form 037 referenced in section PROVINCIAL TREASURY) and the IAE (Economic Activity Tax) Registration Statement (Forms 840 and 842 referenced in the section TOWN HALL).

You may do this on the Social Security’s website for procedures related to affiliation, contributions, and collection of quotas. Moreover, it is your duty to access the website to receive notifications and communications from the Social Security’s General Treasury.

To register as a businessperson, you must complete form TA.6 and file the document issued by the Treasury with the Tax ID Number (NIF), showing the Company’s Economic Activity. The managing body or mutual insurance entity you have selected to cover occupational health and occupational accident hazards must be included. All self-employed employees are obligated to cover these contingencies, in addition to temporary disability, with a mutual insurance company that may be selected on the Asociación de Mutuas de Accidentes de Trabajo (Association of Occupational Hazard Mutual Insurance) website and on the list of mutual insurance companies on the Social Security’s website.

After registration, you must notify that the workplace is opening to the Autonomous Community’s Ministry of Labour, without forgetting to obtain the pertinent permits.

This is the Social Security Scheme for employed workers (if applicable). Registration under this scheme must take place before hiring. 

This procedure is mandatory if the company hires workers. It must be conducted before hiring them with the Regional Labour Delegation of the Basque Government.

Not applicable, unless considered opportune

Procedures include procedures related to

• wastewater dumping. These are normally processed and resolved with the municipal opening permit.
• Waste management or waste authorisation. These are normally processed and resolved with the municipal opening permit.
• Environmental Impact Assessment. If necessary, you must apply for this before beginning construction. 

Before beginning construction on facilities, you must apply for the municipal permit for construction and to open the business at Town Hall. Specific documentation is required to this end.

If applicable, Town Hall will provide a copy to Environment, which will be responsible for categorising the activity and issuing the pertinent reports and taking corrective measures. Once the aforementioned is complete, Town Hall will grant the permit for the facilities. As of this point, and not before, you may begin construction, incorporating the proposed corrective measures.

After Town Hall has inspected and verified that everything has been performed according to specifications, the “Permit to Open Activity” shall be granted.

Procedure: Health authorisation and registration with the General Health Register of Feed and Food Businesses.

Normally, you must apply for authorisation before beginning operation and when the industry has been built. The maximum deadline for authorisation is 3 months.

The documentation to provide includes: 

• application for health operation authorisation, 
• ownership documentation, 
• documentation on the Self-Monitoring System (Hazard Analysis and Critical Control Points (HACCP), etc.

There are generally mandatory requirements to consider, such as the implementation of a traceability system, requirements related to food handling, etc.

After obtaining the Health Authorisation and Registration with the General Food Health Register, the food industry shall be subject to periodical inspections.

http://www.aecosan.msssi.gob.es/AECOSAN/web/seguridad_alimentaria/subseccion/procedimientos_registro.htm

It is generally necessary to conduct certain procedures with Industry, related to:

• Electrical installations. They normally require the technical project for high or low voltage, certificate of construction site management, contracts, etc. This must be done before start up.
• Fire protection. They normally require the technical project with the pertinent certificate from competent authorities. This must be done after construction is complete and before starting activity.
• Refrigeration installations. Depending on the power of the engines, projects may or may not be required. This must be done before beginning activity.
• Waste management.
• Storage of chemical products. You must provide the technical project before beginning activity and, when required, other documentation (civil liability policy, certificates, etc.).
• Installations with pressurised devices and containers. Before beginning activity, you must provide the technical project and, when required, other documentation (declaration of compliance for plumbing and containers, etc.).
• Fuels (diesel oil and gas). The technical project is normally required, certificates for tanks or apparatuses, etc. This must be done after construction is complete and before beginning activity.
• Registration with the Register of Industrial Establishments. This must be done after conducting procedures for start-up of all installations.

Procedures: 

• Registration with the Registers of Farming or Agro-Food Industries. https://www.euskadi.eus/registro-industrias-agrarias-alimentarias/web01-a2elikin/es/

You normally register after beginning activity.

Documentation to provide includes: registration application, health registration, ownership documentation, etc.

This procedure is mandatory if you wish to apply for subsidies.

• You must consider all recommendations and regulations on product labelling: https://etiquetado.elika.eus/

For food of differentiated quality, you must follow specifications set forth in EU Regulation 1151/2012 of the European Parliament and the Council on quality systems for agricultural and food products.

Foods of differentiated quality may be:

• Protected Designation of Origin (PDO)
• Protected Geographical Indication (PGI)
• Ecological Agriculture
• Other marks: Eusko Label

If applicable. Issued by the Register of Cooperatives of the Basque Country

If applicable, at a financial institution

Requires pre-qualification of bylaws, which must be applied for with the Register of Cooperatives of the Basque Country, which must be ruled on within thirty days.-

The bylaws must contain:

• The cooperative’s name.-
• Corporate address.-
• The activity constituting its corporate purpose.-
• Its duration.-
• Regional scope of activity.-
• Requirements to admit and de-register members.-
• Rights and obligations of members, indicating the commitment or their minimum participation in the cooperative’s activities.-
• Rules of company discipline, classification of offences and sanctions, sanctioning procedures, and appeals.-
• Minimum corporate capital for the cooperative and determination of the mandatory initial contribution of the different members in the company.-
• Reimbursement of member contributions, as well as system to transfer them.-
• Criteria to distribute surplus with determination of minimum percentages to allocate to the Mandatory Reserve Fund and to the contribution to education and cooperative promotion and other purposes of public interest.-
• Method of advertising and the timeframe to call the general, ordinary or extraordinary assembly, with the first or second call, or the third call for consumption, education, and farming and food cooperatives, as well as the system to adopt resolutions, as set forth in article 36 sections 2 and 3 of Law 11/2019 of 20 December on Cooperatives in the Basque Country.-
• The structure of the body to whom cooperative administration is entrusted, as well as its system of action.-
• If mandatory or set forth in the bylaws, the composition and duties of the supervisory commission and, if applicable, of the appeals committee and the social council.-
• Guarantees and bodies established to respect the right to information of members under the terms set forth in articles 24 and 25 of Law 11/2019 of 20 December on Cooperatives in the Basque Country.-
• Reasons for dissolving the cooperative.-
• Cooperatives with more than 50 members shall prepare a model to prevent cooperative crimes and shall establish a mechanism for monitoring. Moreover, they must provide specific resources to make the cooperative a space free from sexist violence.-
• The other mandatory cases applicable pursuant to Law 11/2019 of 20 December of Cooperatives in the Basque Country

Requires issuance of a public deed within two months after the date of the constituent assembly or pre-qualification of the bylaws draft and must be issued by all individuals founding the collective or by the individuals appointed at the constituent assembly.-

The deed must be registered with the Register of Cooperatives of the Basque Country.

The content of the deed: must contain minutes from the constituent assembly, which must contain:

• Names, surnames, age, profession, and marital status of the signatories and founders, if natural persons, or the corporate name and mission, if legal, and in both cases, the nationality, address, and class of member.
• The desire to found a cooperative of the class in question.-
• The desire of the signatories for each one of the founders to disburse, at least, 25% of the mandatory minimum contribution to be a member set forth in the bylaws or, if applicable, the greater fraction necessary to reach the minimum capital set forth in article 4 of Law 11/2019 of 20 December of Cooperatives in the Basque Country and, if applicable, the method and deadlines to disburse the rest of said contribution, if different.-
• Corporate bylaws.-
• The name, surnames, profession, and age of natural persons, or the corporate name if legal persons, appointed to occupy positions in necessary corporate bodies and, in both cases, their nationality and address and, if applicable, the information on accounts auditors.-
• Declaration that there is no other cooperative with an identical name, attaching the original certificates proving that there is no matching name that were issued by the register of cooperatives of the ministry responsible for labour or by the Register of Cooperatives of the Basque Country.
• Assigned value of non-monetary contributions, if any, with a sufficient description and details on the contributions made by founders or that they pledge to make.-
• The approximate cost of establishing the cooperative, both costs already paid and those foreseen until the cooperative is registered.-

At minimum, the bylaws shall contain the following:

• The cooperative’s name.-
• Corporate address.-
• The activity constituting its corporate purpose.-
• Its duration.-
• Regional scope of activity.-
• Requirements to admit and de-register members.-
• Rights and obligations of members, indicating the commitment or their minimum participation in the cooperative’s activities.-
• Rules of company discipline, classification of offences and sanctions, sanctioning procedures, and appeals.-
• Minimum corporate capital for the cooperative and determination of the mandatory initial contribution of the different members in the company.-
• Reimbursement of member contributions, as well as system to transfer them.-
• Criteria to distribute surplus with determination of minimum percentages to allocate to the Mandatory Reserve Fund and to the contribution to education and cooperative promotion and other purposes of public interest.-
• Method of advertising and the timeframe to call the general, ordinary or extraordinary assembly, with the first or second call, or the third call for consumption, education, and farming and food cooperatives, as well as the system to adopt resolutions, as set forth in article 36 sections 2 and 3 of Law 11/2019 of 20 December on Cooperatives in the Basque Country.-
• The structure of the body to whom cooperative administration is entrusted, as well as its system of action.-
• If mandatory or set forth in the bylaws, the composition and duties of the supervisory commission and, if applicable, of the appeals committee and the social council.-
• Guarantees and bodies established to respect the right to information of members under the terms set forth in articles 24 and 25 of Law 11/2019 of 20 December on Cooperatives in the Basque Country.-
• Reasons for dissolving the cooperative.-
• Cooperatives with more than 50 members shall prepare a model to prevent cooperative crimes and shall establish a mechanism for monitoring. Moreover, they must provide specific resources to make the cooperative a space free from sexist violence.-
• The other mandatory cases applicable pursuant to Law 11/2019 of 20 December of Cooperatives in the Basque Country  

What is it?: This procedure with the Provincial Treasury allows you to obtain a number that acts to identify the company in all spheres of work: labour, tax, and administration. It is like a national ID number (DNI) for the company. For individual professionals and businesspersons, the NIF is the owner of the activity’s DNI (national ID number).

Where?: You must apply for the Tax ID Number (NIF) at Provincial Treasuries. You must attend this appointment with the MODELO CENSAL (FISCAL FORM), to which end you must complete and file form 036, which you may obtain on the webpage and you must provide the documentation physically at the pertinent Provincial Treasury. 

The documentation you must provide is:

• Original or authorised copy and photocopy of the public deed, containing the Bylaws governing the company’s operation. 
• Certificate of registration of the company with the Commercial Register (if not available, it will suffice to provide the public deed with a printed stamp of the registration with the register). If not provided, a Tax ID Number will be provisionally assigned. 
• Photocopy of the tax ID number of the individual signing the fiscal statement, who must be a representative of the company. 
• Original and photocopy of the document proving that the individual signing the fiscal statement is legal representative of the company (not necessary if contained in the company’s deed). 

There is a one-month deadline after beginning activity to apply for this.

Applicable

Applicable

What is it?: Mandatory corporate books for each kind of company (not applicable to natural persons) must be legalised. 

Where?: At the Register of Cooperatives of the Basque Country.

What is it?: In addition to mandatory procedures to establish different kinds of companies, you may also register the company’s different distinguishing signs: product or service trademarks, corporate names, patents, industrial designs, and utility models. This is optional, but highly recommended. These procedures are conducted at the Spanish Patent and Trademark Office, while scientific and artistic works and creations are registered at the Intellectual Property Register.

Where?: Spanish Patent and Trademark Office

The activity permit is one of the requirements needed to institute certain activities. Its purpose is to control proper use of activities permitted by ordinances and how they are conducted in different locations, reduce their environmental impact, and prevent harm to third parties. 

There are three categories of permits, depending on the potential effect on the environment where they are located, and/or on human health: 

• Classified Activities 
• Exempt Activities 

Exempt-Simplified Activities

This must be applied for at the pertinent Town Hall in order to conduct construction work on the establishment where the activity will be conducted. There are two kinds of permits: 

• Major construction, required for new construction, renovations, and reform work of a certain magnitude 
• Minor construction, applicable to small-scale work. 

With this procedure, you may apply to Town Hall for a permit to begin company activity. The purpose is for the venue where you are to conduct your activity to have the minimum conditions required to meet land regulations.

This taxes company, professional, or artistic activity. Its basic characteristics are: 

• It is a provincial tax. Responsibility for collecting it falls on town halls. 
• The tax is collected annually, but the quota is prorated based on the period in which you are active throughout the year. 
• The amount payable is determined based on a combination of different criteria. 

When the applicable quota is municipal, you register for the economic activity tax at Town Hall, while when the quota is provincial or national, you register at the Provincial Treasury. Most sections of the economic activity tax are associated with a municipal quota. 

Those beginning activity are exempt during the first two years, along with companies with a transaction volume less than 2,000,000 euros (in Vitoria-Gasteiz, companies with a transaction volume less than 1,000,000 euros are exempt, with different tax allowances being applicable, depending on the case). 

You must complete this procedure within 10 business days immediately before beginning activity, after filing the fiscal statement (statement of registration with the Unique Census of Taxpayers of the Provincial Government). 

You must complete form 840 to declare registration and form 842 to declare registration for each business establishment affected by the activity.

Registration for municipal fees, such as trash collection, IBI (council tax), streetlight installation, etc.

You must conduct this procedure within 10 business days immediately before beginning activity, stating your activity categories, VAT registration (applicable scheme depending on activity type and selected corporate form), IRPF (Personal Income Tax), Special Taxes, withholdings, etc. 

This is conducted online: form 037 for natural persons.

This taxes company, professional, or artistic activity. Its basic characteristics are: 

• It is a provincial tax. Responsibility for collecting it falls on town halls. 
• The tax is collected annually, but the quota is prorated based on the period in which you are active throughout the year. 
• The amount payable is determined based on a combination of different criteria. 

When the applicable quota is municipal, you register for the economic activity tax at Town Hall, while when the quota is provincial or national, you register at the Provincial Treasury. Most sections of the economic activity tax are associated with a municipal quota. 

Those beginning activity are exempt during the first two years, along with companies with a transaction volume less than 2,000,000 euros (in Vitoria-Gasteiz, companies with a transaction volume less than 1,000,000 euros are exempt, with different tax allowances being applicable, depending on the case). 

You must complete this procedure within 10 business days immediately before beginning activity, after filing the fiscal statement (statement of registration with the Unique Census of Taxpayers of the Provincial Government). 

You must complete form 840 to declare registration and form 842 to declare registration for each business establishment affected by the activity.

You must register under the Special Scheme for Self-Employed or Freelance Workers (RETA) with Social Security within 30 calendar days after beginning activity. You are required to have filed the Fiscal Registration Statement (form 037 referenced in section PROVINCIAL TREASURY) and the IAE (Economic Activity Tax) Registration Statement (Forms 840 and 842 referenced in the section TOWN HALL).

You may do this on the Social Security’s website for procedures related to affiliation, contributions, and collection of quotas. Moreover, it is your duty to access the website to receive notifications and communications from the Social Security’s General Treasury.

To register as a businessperson, you must complete form TA.6 and file the document issued by the Treasury with the Tax ID Number (NIF), showing the Company’s Economic Activity. The managing body or mutual insurance entity you have selected to cover occupational health and occupational accident hazards must be included. All self-employed employees are obligated to cover these contingencies, in addition to temporary disability, with a mutual insurance company that may be selected on the Asociación de Mutuas de Accidentes de Trabajo (Association of Occupational Hazard Mutual Insurance) website and on the list of mutual insurance companies on the Social Security’s website.

After registration, you must notify that the workplace is opening to the Autonomous Community’s Ministry of Labour, without forgetting to obtain the pertinent permits.

This is the Social Security Scheme for employed workers (if applicable). Registration under this scheme must take place before hiring.

This procedure is mandatory if the company hires workers. It must be conducted before hiring them with the Regional Labour Delegation of the Basque Government.

At the Register of Cooperatives of the Basque Country.

Procedures include procedures related to

• wastewater dumping. These are normally processed and resolved with the municipal opening permit.
• Waste management or waste authorisation. These are normally processed and resolved with the municipal opening permit.
• Environmental Impact Assessment. If necessary, you must apply for this before beginning construction. 

Before beginning construction on facilities, you must apply for the municipal permit for construction and to open the business at Town Hall. Specific documentation is required to this end.

If applicable, Town Hall will provide a copy to Environment, which will be responsible for categorising the activity and issuing the pertinent reports and taking corrective measures. Once the aforementioned is complete, Town Hall will grant the permit for the facilities. As of this point, and not before, you may begin construction, incorporating the proposed corrective measures.

After Town Hall has inspected and verified that everything has been performed according to specifications, the “Permit to Open Activity” shall be granted.

Procedure: Health authorisation and registration with the General Health Register of Feed and Food Businesses.

Normally, you must apply for authorisation before beginning operation and when the industry has been built. The maximum deadline for authorisation is 3 months.

The documentation to provide includes: 

• application for health operation authorisation, 
• ownership documentation, 
• documentation on the Self-Monitoring System (Hazard Analysis and Critical Control Points (HACCP), etc.

There are generally mandatory requirements to consider, such as the implementation of a traceability system, requirements related to food handling, etc.

After obtaining the Health Authorisation and Registration with the General Food Health Register, the food industry shall be subject to periodical inspections.

http://www.aecosan.msssi.gob.es/AECOSAN/web/seguridad_alimentaria/subseccion/procedimientos_registro.htm

It is generally necessary to conduct certain procedures with Industry, related to:

• Electrical installations. They normally require the technical project for high or low voltage, certificate of construction site management, contracts, etc. This must be done before start up.
• Fire protection. They normally require the technical project with the pertinent certificate from competent authorities. This must be done after construction is complete and before starting activity.
• Refrigeration installations. Depending on the power of the engines, projects may or may not be required. This must be done before beginning activity.
• Waste management.
• Storage of chemical products. You must provide the technical project before beginning activity and, when required, other documentation (civil liability policy, certificates, etc.).
• Installations with pressurised devices and containers. Before beginning activity, you must provide the technical project and, when required, other documentation (declaration of compliance for plumbing and containers, etc.).
• Fuels (diesel oil and gas). The technical project is normally required, certificates for tanks or apparatuses, etc. This must be done after construction is complete and before beginning activity.
• Registration with the Register of Industrial Establishments. This must be done after conducting procedures for start-up of all installations.

Procedures: 

• Registration with the Registers of Farming or Agro-Food Industries. https://www.euskadi.eus/registro-industrias-agrarias-alimentarias/web01-a2elikin/es/

You normally register after beginning activity.

Documentation to provide includes: registration application, health registration, ownership documentation, etc.

This procedure is mandatory if you wish to apply for subsidies.

• You must consider all recommendations and regulations on product labelling: https://etiquetado.elika.eus/

For food of differentiated quality, you must follow specifications set forth in EU Regulation 1151/2012 of the European Parliament and the Council on quality systems for agricultural and food products.

Foods of differentiated quality may be:

• Protected Designation of Origin (PDO)
• Protected Geographical Indication (PGI)
• Ecological Agriculture
• Other marks: Eusko Label

What is it?: A certificate proving that another Company with the same name does not exist. One of the partners must reserve the name and it is valid for a six-month period. 

Where?: Directly at the Central Commercial Register, with a Certification application form. By post: sending an application or letter to the Central Commercial Register office. The Register will respond with a certification against defrayal to the address provided in the application. Digitally: By completing the form on the Central Commercial Register’s website (www.rmc.es). 

The company name must include “Sociedad Limitada Laboral” (Private Limited Worker-Owned Company) or the abbreviation SLL. The adjective “laboral” (worker-owned) cannot be included in the name by companies not categorised as a “Worker-Owned Company”.

What is it?: For companies for which the law requires minimum corporate capital, this capital must be disbursed before issuing the public deed. 

Where?: Financial institution.

What is it?: This is a document that contains information on the company we are going to establish. It also makes it possible for the company to take on its own legal personality after registration with the Commercial Register. 

Said deed must contain the following aspects:

1. The identity of the partner or partners.
2. The desire of issuers to found a private limited worker-owned company.
3. The cash, goods, or rights that each partner provides or pledges to provide, indicating the role in which they do so, and the number of shares attributed in payment.
4. The bylaws must govern the company’s operation.
5. The identity of the person or persons initially in charge of administering and representing the company.

    The Company’s bylaws must be included in the deed, an essential document governing the Company.

 
    The law sets what bylaws must contain at least, which must reference the name, address, and corporate purpose, the date of commencement of activity and the end of the corporate fiscal year, corporate capital, and the way or ways the Company’s administration is organised and how resolutions are adopted in corporate bodies, in addition to other aspects.

    Regarding the documentation required to conduct this procedure, in addition to the bylaws, a Notary must be provided with a certificate proving that the amounts provided by the partners has been deposited at a credit institution under the Company’s name.  

    Moreover, if non-monetary contributions are made to the Company (real estate, machinery, vehicles, etc.), the partners must provide the Notary with the certificates of ownership over said goods or their documentation.

Deadline: 6 months as of issue of the certificate proving that the corporate name does not have any matches.

Where?: It is issued by a notary office.

What is it?: This procedure with the Provincial Treasury allows you to obtain a number that acts to identify the company in all spheres of work: labour, tax, and administration. It is like a national ID number (DNI) for the company. 

Where?: You must apply for the Tax ID Number (NIF) at Provincial Treasuries. You must attend this appointment with the MODELO CENSAL (FISCAL FORM), to which end you must complete and file form 036, which you may obtain on the webpage and you must provide the documentation physically at the pertinent Provincial Treasury. 

The documentation you must provide is:

• Original or authorised copy and photocopy of the public deed, containing the Bylaws governing the company’s operation. 
• Certificate of registration of the company with the Commercial Register (if not available, it will suffice to provide the public deed with a printed stamp of the registration with the register). If not provided, a Tax ID Number will be provisionally assigned. 
• Original and photocopy of the document proving that the individual signing the fiscal statement is legal representative of the company (not necessary if contained in the company’s deed).

What is it?: This provincial tax is on the transfer of property from your own equity to the company (corporate capital). For individual professionals and businesspersons, there is no obligation to provide capital for the company. This is conducted with the Provincial Treasury. Operations to establish a company are subject to this but exempt.

You must pay the property transfer and legal document tax. The deadline for payment is 30 business days after the document has been issued. The same Notary tends to do this. Otherwise, you will need the first copy and the simple copy of the notary document, the national ID number (DNI) or foreign id number (NIE) of the company’s legal representative and the tax ID number (NIF) (even if provisional) of the company.

Where?:  Provincial Treasury

    Before registration with the Commercial Register, the Worker-Owned Company must be qualified as such by the Basque Government’s Ministry of Labour and must be registered with the Administrative Register of Worker-Owned Companies.

    This procedure must be completed within 30 days after issue of the deed.

What is it?: Registration must occur within two months after issuing the public deed. Application for registration with the Register requires the following documentation: 

• The Public deed. 
• Photocopy of the Tax ID Number (NIF), even if provisional. 
• Payment of Property Transfer Tax. 

Where?: Provincial Commercial Register

To register a Company qualified as Worker-Owned with the Commercial Register, you must provide a certificate proving that this Company was qualified as a Worker-Owned Company and is registered with the Administrative Register of Worker-Owned Companies.

What is it?: Mandatory corporate books for each kind of company (not applicable to natural persons) must be legalised at the Commercial Register.

Where?: Provincial Commercial Register 

What is it?: In addition to mandatory procedures to establish different kinds of companies, you may also register the company’s different distinguishing signs: product or service trademarks, corporate names, patents, industrial designs, and utility models. This is optional, but highly recommended. These procedures are conducted at the Spanish Patent and Trademark Office, while scientific and artistic works and creations are registered at the Intellectual Property Register.

Where?: Spanish Patent and Trademark Office

The activity permit is one of the requirements needed to institute certain activities. Its purpose is to control proper use of activities permitted by ordinances and how they are conducted in different locations, reduce their environmental impact, and prevent harm to third parties. 

There are three categories of permits, depending on the potential effect on the environment where they are located, and/or on human health: 

• Classified Activities 
• Exempt Activities 
• Exempt-Simplified Activities

This must be applied for at the pertinent Town Hall in order to conduct construction work on the establishment where the activity will be conducted. There are two kinds of permits: 

• Major construction, required for new construction, renovations, and reform work of a certain magnitude 
• Minor construction, applicable to small-scale work. 

With this procedure, you may apply to Town Hall for a permit to begin company activity. The purpose is for the venue where you are to conduct your activity to have the minimum conditions required to meet land regulations.

This taxes company, professional, or artistic activity. Its basic characteristics are: 

• It is a provincial tax. Responsibility for collecting it falls on town halls. 
• The tax is collected annually, but the quota is prorated based on the period in which you are active throughout the year. 
• The amount payable is determined based on a combination of different criteria. 

When the applicable quota is municipal, you register for the economic activity tax at Town Hall, while when the quota is provincial or national, you register at the Provincial Treasury. Most sections of the economic activity tax are associated with a municipal quota. 

Those who are beginning activity are exempt for the first two years, along with companies with a transaction volume less than 2,000,000 euros. 

You must complete this procedure within 10 business days immediately before beginning activity, after filing the fiscal statement (statement of registration with the Unique Census of Taxpayers of the Provincial Government). 

You must complete form 840 to declare registration and form 842 to declare registration for each business establishment affected by the activity.

Registration for municipal fees, such as trash collection, IBI (council tax), streetlight installation, etc.

You must conduct this procedure within 10 business days immediately before beginning activity, stating your activity categories, VAT registration (applicable scheme depending on activity type and selected corporate form), Special Taxes, withholdings, etc. 

This is conducted online: form 036 for legal persons.

This taxes company, professional, or artistic activity. Its basic characteristics are: 

• It is a provincial tax. Responsibility for collecting it falls on town halls. 
• The tax is collected annually, but the quota is prorated based on the period in which you are active throughout the year. 
• The amount payable is determined based on a combination of different criteria. 

You must register for the IAE (Economic Activity Tax) at the Provincial Treasury if the quota is provincial or national. 

Those who are beginning activity are exempt for the first two years, along with companies with a transaction volume less than 2,000,000 euros. 

You must complete this procedure within 10 business days immediately before beginning activity, after filing the fiscal statement (statement of registration with the Unique Census of Taxpayers of the Provincial Government). 

You must complete form 840 to declare registration and form 842 to declare registration for each business establishment affected by the activity.

Shareholder workers at worker-owned companies, regardless of their holding in corporate capital, and even if part of the corporate administrative body, shall be considered hired workers for purposes of inclusion in the General or Special Social Security Scheme as applies based on their activity. They shall be included under unemployment protection and the protection granted by the Fondo de Garantía Salarial (Wages Guarantee Fund), provided that these contingencies are set forth in said Scheme.

When, due to their role as corporate administrators, said shareholders conduct corporate management and direction duties, and are compensated for conducting this role, whether or not simultaneously linked to the company by means of a common or special labour relationship, or when, due to their status as corporate administrators, they conduct management and director duties for the company and are simultaneously linked to the company by means of a special labour relationship for upper management staff, they shall be similar to hired workers, for purposes of inclusion under the pertinent Social Security Scheme, excluding protection for unemployment and protection granted by the Wage Guarantee Fund, provided that their holding in corporate capital, along with the holding of their spouse and relatives by blood, marriage, and adoption to the second degree with whom they live is less than fifty percent, or can prove that effective control over the company requires a tender process with individuals who are not family relatives.

This is the Social Security Scheme for employed workers (if applicable). Registration under this scheme must take place before hiring.

Labour and Social Security Inspection. Visitor Log Application. 

Companies must have a Visitor Log at each workplace available to Labour and Social Security inspection officers and civil servants authorised to conduct occupational hazard inspections. Each copy of the Visitor Log must be authorised by the Provincial Chief of Inspection in the workplace’s province. To this end, they must attend said inspection with the Log where the company’s information is included. Companies may ask for a paper replacement of the log by registering in the digital app for the electronic Visitor Log. They must guarantee that each workplace has at least one PC with a smart card reader device with authorised online access to the LVe app.  

General Social Security Treasury. Worker affiliation (if not affiliated) 

All workers must be affiliated. Affiliation is an administrative action by means of which the TGSS acknowledges that the natural person is included in the System the first time they conduct a labour activity. This must be done before the worker begins providing services, and under no circumstances before sixty calendar days before the scheduled date to begin activity. 

Affiliation with Social Security may be conducted:

• At the behest of the businessperson 
• At the behest of the worker 
• Ex officio by the General Social Security Treasury 

Public Employment Service. Registering labour contracts 

This procedure consists of legalising or registering hired workers’ labour contracts. This is a mandatory procedure that the company must complete in no more than 10 days after signing the contract. The procedure may be conducted in person or digitally. 

Provincial Labour Inspection. Obtaining the work calendar  

Companies must display the work calendar at each workplace in a visible location. Said calendar must contain the company’s work schedule and annual distribution of working days, holidays, weekly rest days and rest between workdays, and other non-working days, considering the maximum legal workday or, if applicable, the workday agreed upon by collective bargaining or between parties. Each year, the pertinent work calendar shall be prepared and displayed for that year.

This procedure is mandatory if the company hires workers. It must be conducted before hiring them with the Regional Labour Delegation of the Basque Government. Said notification must occur before or within the thirty days following the inauguration of the workplace.

Accounts must be annually filed at the Register where the Company has its corporate headquarters to deposit them, meaning they are not returned to the client.

Failure to file annual accounts leads to closure of the register sheet, which means that no documents may be registered at the Register. To reopen it, the company must deposit at least the three past fiscal years.

Deadlines

The deadline set by the Spanish Companies Law is: The accounts must be drawn up by a maximum deadline of three months after the end of the company’s fiscal year and approved by the General Board within the first six months after the end of the fiscal year.

The deadline to FILE the annual accounts is within the month following the Board’s approval of accounts, meaning that the final day should fall on the last day of the month after they were approved. For example, for accounts approved 2 June, the final deadline would be 31 July.

Procedures include procedures related to

• wastewater dumping. These are normally processed and resolved with the municipal opening permit.
• Waste management or waste authorisation. These are normally processed and resolved with the municipal opening permit.
• Environmental Impact Assessment. If necessary, you must apply for this before beginning construction. 

Before beginning construction on facilities, you must apply for the municipal permit for construction and to open the business at Town Hall. Specific documentation is required to this end.

If applicable, Town Hall will provide a copy to Environment, which will be responsible for categorising the activity and issuing the pertinent reports and taking corrective measures. Once the aforementioned is complete, Town Hall will grant the permit for the facilities. As of this point, and not before, you may begin construction, incorporating the proposed corrective measures.

After Town Hall has inspected and verified that everything has been performed according to specifications, the “Permit to Open Activity” shall be granted.

Procedure: Health authorisation and registration with the General Health Register of Feed and Food Businesses.

Normally, you must apply for authorisation before beginning operation and when the industry has been built. The maximum deadline for authorisation is 3 months.

The documentation to provide includes: 

• application for health operation authorisation, 
• ownership documentation, 
• documentation on the Self-Monitoring System (Hazard Analysis and Critical Control Points (HACCP), etc.

There are generally mandatory requirements to consider, such as the implementation of a traceability system, requirements related to food handling, etc.

After obtaining the Health Authorisation and Registration with the General Food Health Register, the food industry shall be subject to periodical inspections.

http://www.aecosan.msssi.gob.es/AECOSAN/web/seguridad_alimentaria/subseccion/procedimientos_registro.htm

It is generally necessary to conduct certain procedures with Industry, related to:

• Electrical installations. They normally require the technical project for high or low voltage, certificate of construction site management, contracts, etc. This must be done before start up.
• Fire protection. They normally require the technical project with the pertinent certificate from competent authorities. This must be done after construction is complete and before starting activity.
• Refrigeration installations. Depending on the power of the engines, projects may or may not be required. This must be done before beginning activity.
• Waste management.
• Storage of chemical products. You must provide the technical project before beginning activity and, when required, other documentation (civil liability policy, certificates, etc.).
• Installations with pressurised devices and containers. Before beginning activity, you must provide the technical project and, when required, other documentation (declaration of compliance for plumbing and containers, etc.).
• Fuels (diesel oil and gas). The technical project is normally required, certificates for tanks or apparatuses, etc. This must be done after construction is complete and before beginning activity.
• Registration with the Register of Industrial Establishments. This must be done after conducting procedures for start-up of all installations.

Procedures: 

• Registration with the Registers of Farming or Agro-Food Industries. https://www.euskadi.eus/registro-industrias-agrarias-alimentarias/web01-a2elikin/es/

You normally register after beginning activity.

Documentation to provide includes: registration application, health registration, ownership documentation, etc.

This procedure is mandatory if you wish to apply for subsidies.

• You must consider all recommendations and regulations on product labelling: https://etiquetado.elika.eus/

For food of differentiated quality, you must follow specifications set forth in EU Regulation 1151/2012 of the European Parliament and the Council on quality systems for agricultural and food products.

Foods of differentiated quality may be:

• Protected Designation of Origin (PDO)
• Protected Geographical Indication (PGI)
• Ecological Agriculture
• Other marks: Eusko Label

What is it?: A certificate proving that another Company with the same name does not exist. One of the partners must reserve the name and it is valid for a six-month period. 

Where?: Directly at the Central Commercial Register, with a Certification application form. By post: sending an application or letter to the Central Commercial Register office. The Register will respond with a certification against defrayal to the address provided in the application. Digitally: By completing the form on the Central Commercial Register’s website (www.rmc.es).

What is it?: For companies for which the law requires minimum corporate capital, this capital must be disbursed before issuing the public deed. 

Where?: Financial institution.

What is it?: This is a document that contains information on the company we are going to establish. It also makes it possible for the company to take on its own legal personality after registration with the Commercial Register. 

This deed is obligated to contain: 

• The identity of the shareholder or shareholders and their desire to establish a limited liability company. 
• The contributions made by each shareholder (the initial corporate capital must be previously deposited with a financial institution).
• Corporate bylaws. 
• Determination of the specific way that administration is initially organised and the identity of the person or persons who are initially in charge of administration and corporate representation.  
• All agreements and conditions that shareholders deem appropriate to establish may be included, provided they do not contravene the law. 

What are Bylaws? These are the rules of operation of the company, and must include at least: 

• The company name. 
• The corporate purpose, establishing the company’s activities. 
• Corporate headquarters. 
• Corporate capital, the shares into which it is divided, their par value, and their sequential numbering and, if unequal, the rights that each share grants to shareholders and their amount or extent. 
• The way or ways in which company administration is organised, the number of administrators or, at least, the maximum and minimum number, and how long the position lasts and the compensation system, if any. 
• How the company’s collegiate bodies deliberate and adopt resolutions.

Deadline: 6 months as of issue of the certificate proving that the corporate name does not have any matches.

Where?: It is issued by a notary office.

What is it?: This procedure with the Provincial Treasury allows you to obtain a number that acts to identify the company in all spheres of work: labour, tax, and administration. It is like a national ID number (DNI) for the company. 

Where?: You must apply for the Tax ID Number (NIF) at Provincial Treasuries. You must attend this appointment with the MODELO CENSAL (FISCAL FORM), to which end you must complete and file form 036, which you may obtain on the webpage and you must provide the documentation physically at the pertinent Provincial Treasury. 

The documentation you must provide is:

• Original or authorised copy and photocopy of the public deed, containing the Bylaws governing the company’s operation. 
• Certificate of registration of the company with the Commercial Register (if not available, it will suffice to provide the public deed with a printed stamp of the registration with the register). If not provided, a Tax ID Number will be provisionally assigned. 
• Original and photocopy of the document proving that the individual signing the fiscal statement is legal representative of the company (not necessary if contained in the company’s deed). 

What is it?: This provincial tax is on the transfer of property from your own equity to the company (corporate capital). For individual professionals and businesspersons, there is no obligation to provide capital for the company. This is conducted with the Provincial Treasury. Operations to establish a company are subject to this but exempt.

You must pay the property transfer and legal document tax. The deadline for payment is 30 business days after the document has been issued. The same Notary tends to do this. Otherwise, you will need the first copy and the simple copy of the notary document, the national ID number (DNI) or foreign id number (NIE) of the company’s legal representative and the tax ID number (NIF) (even if provisional) of the company.

Where?:  Provincial Treasury

What is it?: Registration must occur within one month after issuing the Public Deed. Application for registration with the Register requires the following documentation: 

• The Public deed. 
• Photocopy of the Tax ID Number (NIF), even if provisional. 
• Payment of Property Transfer Tax. 

Where?: Provincial Commercial Register

What is it?: Mandatory corporate books for each kind of company (not applicable to natural persons) must be legalised at the Commercial Register.

Where?: Provincial Commercial Register 

What is it?: In addition to mandatory procedures to establish different kinds of companies, you may also register the company’s different distinguishing signs: product or service trademarks, corporate names, patents, industrial designs, and utility models. This is optional, but highly recommended. These procedures are conducted at the Spanish Patent and Trademark Office, while scientific and artistic works and creations are registered at the Intellectual Property Register.

Where?: Spanish Patent and Trademark Office

The activity permit is one of the requirements needed to institute certain activities. Its purpose is to control proper use of activities permitted by ordinances and how they are conducted in different locations, reduce their environmental impact, and prevent harm to third parties. 

There are three categories of permits, depending on the potential effect on the environment where they are located, and/or on human health: 

• Classified Activities 
• Exempt Activities 
• Exempt-Simplified Activities

This must be applied for at the pertinent Town Hall in order to conduct construction work on the establishment where the activity will be conducted. There are two kinds of permits: 

• Major construction, required for new construction, renovations, and reform work of a certain magnitude 
• Minor construction, applicable to small-scale work. 

With this procedure, you may apply to Town Hall for a permit to begin company activity. The purpose is for the venue where you are to conduct your activity to have the minimum conditions required to meet land regulations.

This taxes company, professional, or artistic activity. Its basic characteristics are: 

• It is a provincial tax. Responsibility for collecting it falls on town halls. 
• The tax is collected annually, but the quota is prorated based on the period in which you are active throughout the year. 
• The amount payable is determined based on a combination of different criteria. 

When the applicable quota is municipal, you register for the economic activity tax at Town Hall, while when the quota is provincial or national, you register at the Provincial Treasury. Most sections of the economic activity tax are associated with a municipal quota. 

Those who are beginning activity are exempt for the first two years, along with companies with a transaction volume less than 2,000,000 euros. 

You must complete this procedure within 10 business days immediately before beginning activity, after filing the fiscal statement (statement of registration with the Unique Census of Taxpayers of the Provincial Government). 

You must complete form 840 to declare registration and form 842 to declare registration for each business establishment affected by the activity.

Registration for municipal fees, such as trash collection, IBI (council tax), streetlight installation, etc.

You must conduct this procedure within 10 business days immediately before beginning activity, stating your activity categories, VAT registration (applicable scheme depending on activity type and selected corporate form), Special Taxes, withholdings, etc. 

This is conducted online: form 036 for legal persons.

This taxes company, professional, or artistic activity. Its basic characteristics are: 

• It is a provincial tax. Responsibility for collecting it falls on town halls. 
• The tax is collected annually, but the quota is prorated based on the period in which you are active throughout the year. 
• The amount payable is determined based on a combination of different criteria. 

You must register for the IAE (Economic Activity Tax) at the Provincial Treasury if the quota is provincial or national. 

Those who are beginning activity are exempt for the first two years, along with companies with a transaction volume less than 2,000,000 euros. 

You must complete this procedure within 10 business days immediately before beginning activity, after filing the fiscal statement (statement of registration with the Unique Census of Taxpayers of the Provincial Government). 

You must complete form 840 to declare registration and form 842 to declare registration for each business establishment affected by the activity.

The following shall be included under the General Scheme:

1. Hired workers.
2. Shareholder workers, even when they are administrators, if holding this position does not include company direction and management duties and they do not possess control. 
3. Administrators are similar to hired workers, excluding protection for unemployment and from the Wage Guarantee Fund, provided they do not control the company, when their role includes company direction and management duties, and they are compensated for it or for their status as workers at the company. In both cases, barring proof otherwise, it shall be assumed that the worker holds effective control of the company when any of the following circumstances occurs:

• At least half of corporate capital is distributed among shareholders with whom they live and with whom they are married or related by blood, marriage, or adoption to the second degree.
• Their holding in corporate capital is equal to or greater than one-third of the total.
• Their holding in corporate capital is equal to or greater than one-fourth of the total if they have been assigned company direction and management duties.

The deadline for registration is 30 days and the application may be filed in-person or digitally. 

This is the Social Security Scheme for employed workers (if applicable). Registration under this scheme must take place before hiring.

Labour and Social Security Inspection. Visitor Log Application. 

Companies must have a Visitor Log at each workplace available to Labour and Social Security inspection officers and civil servants authorised to conduct occupational hazard inspections. Each copy of the Visitor Log must be authorised by the Provincial Chief of Inspection in the workplace’s province. To this end, they must attend said inspection with the Log where the company’s information is included. Companies may ask for a paper replacement of the log by registering in the digital app for the electronic Visitor Log. They must guarantee that each workplace has at least one PC with a smart card reader device with authorised online access to the LVe app.  

General Social Security Treasury. Worker affiliation (if not affiliated) 

All workers must be affiliated. Affiliation is an administrative action by means of which the TGSS acknowledges that the natural person is included in the System the first time they conduct a labour activity. This must be done before the worker begins providing services, and under no circumstances before sixty calendar days before the scheduled date to begin activity. 

Affiliation with Social Security may be conducted:

• At the behest of the businessperson 
• At the behest of the worker 
• Ex officio by the General Social Security Treasury 

Public Employment Service. Registering labour contracts 

This procedure consists of legalising or registering hired workers’ labour contracts. This is a mandatory procedure that the company must complete in no more than 10 days after signing the contract. The procedure may be conducted in person or digitally. 

Provincial Labour Inspection. Obtaining the work calendar  

Companies must display the work calendar at each workplace in a visible location. Said calendar must contain the company’s work schedule and annual distribution of working days, holidays, weekly rest days and rest between workdays, and other non-working days, considering the maximum legal workday or, if applicable, the workday agreed upon by collective bargaining or between parties. Each year, the pertinent work calendar shall be prepared and displayed for that year.

This procedure is mandatory if the company hires workers. It must be conducted before hiring them with the Regional Labour Delegation of the Basque Government. Said notification must occur before or within the thirty days following the inauguration of the workplace.

Accounts must be annually filed at the Register where the Company has its corporate headquarters to deposit them, meaning they are not returned to the client.

Failure to file annual accounts leads to closure of the register sheet, which means that no documents may be registered at the Register. To reopen it, the company must deposit at least the three past fiscal years.

Deadlines

The deadline set by the Spanish Companies Law is: The accounts must be drawn up by a maximum deadline of three months after the end of the company’s fiscal year and approved by the General Board within the first six months after the end of the fiscal year.

The deadline to FILE the annual accounts is within the month following the Board’s approval of accounts, meaning that the final day should fall on the last day of the month after they were approved. For example, for accounts approved 2 June, the final deadline would be 31 July.

Procedures include procedures related to

• wastewater dumping. These are normally processed and resolved with the municipal opening permit.
• Waste management or waste authorisation. These are normally processed and resolved with the municipal opening permit.
• Environmental Impact Assessment. If necessary, you must apply for this before beginning construction. 

Before beginning construction on facilities, you must apply for the municipal permit for construction and to open the business at Town Hall. Specific documentation is required to this end.

If applicable, Town Hall will provide a copy to Environment, which will be responsible for categorising the activity and issuing the pertinent reports and taking corrective measures. Once the aforementioned is complete, Town Hall will grant the permit for the facilities. As of this point, and not before, you may begin construction, incorporating the proposed corrective measures.

After Town Hall has inspected and verified that everything has been performed according to specifications, the “Permit to Open Activity” shall be granted.

Procedure: Health authorisation and registration with the General Health Register of Feed and Food Businesses.

Normally, you must apply for authorisation before beginning operation and when the industry has been built. The maximum deadline for authorisation is 3 months.

The documentation to provide includes: 

• application for health operation authorisation, 
• ownership documentation, 
• documentation on the Self-Monitoring System (Hazard Analysis and Critical Control Points (HACCP), etc.

There are generally mandatory requirements to consider, such as the implementation of a traceability system, requirements related to food handling, etc.

After obtaining the Health Authorisation and Registration with the General Food Health Register, the food industry shall be subject to periodical inspections.

http://www.aecosan.msssi.gob.es/AECOSAN/web/seguridad_alimentaria/subseccion/procedimientos_registro.htm

It is generally necessary to conduct certain procedures with Industry, related to:

• Electrical installations. They normally require the technical project for high or low voltage, certificate of construction site management, contracts, etc. This must be done before start up.
• Fire protection. They normally require the technical project with the pertinent certificate from competent authorities. This must be done after construction is complete and before starting activity.
• Refrigeration installations. Depending on the power of the engines, projects may or may not be required. This must be done before beginning activity.
• Waste management.
• Storage of chemical products. You must provide the technical project before beginning activity and, when required, other documentation (civil liability policy, certificates, etc.).
• Installations with pressurised devices and containers. Before beginning activity, you must provide the technical project and, when required, other documentation (declaration of compliance for plumbing and containers, etc.).
• Fuels (diesel oil and gas). The technical project is normally required, certificates for tanks or apparatuses, etc. This must be done after construction is complete and before beginning activity.
• Registration with the Register of Industrial Establishments. This must be done after conducting procedures for start-up of all installations.

Procedures: 

• Registration with the Registers of Farming or Agro-Food Industries. https://www.euskadi.eus/registro-industrias-agrarias-alimentarias/web01-a2elikin/es/

You normally register after beginning activity.

Documentation to provide includes: registration application, health registration, ownership documentation, etc.

This procedure is mandatory if you wish to apply for subsidies.

• You must consider all recommendations and regulations on product labelling: https://etiquetado.elika.eus/

For food of differentiated quality, you must follow specifications set forth in EU Regulation 1151/2012 of the European Parliament and the Council on quality systems for agricultural and food products.

Foods of differentiated quality may be:

• Protected Designation of Origin (PDO)
• Protected Geographical Indication (PGI)
• Ecological Agriculture
• Other marks: Eusko Label