How to invest in Spain: New law makes it easier and more economic
There are several possibilities for companies wanting to invest in Spain. They can simply register in Spain for tax and employment purposes, open a branch office (without its own legal personality) or incorporate a company. Thanks to a new law, this is now possible with just EUR 1 of capital.
A company makes sense for investors who need a permanent structure, want to limit the liability of the parent company and fully close the economic cycle, meaning it contracts directly with clients, issues invoices, etc.
Until recently, the options were either a public company (Sociedad Anónima) with a minimum capital of EUR 60,000 or a limited liability company (Sociedad Limitada) with a minimum capital of EUR 3,000.
What the corporate law reform will mean for investors
The reform now allows the incorporation of a limited liability company with a capital of only EUR 1. It also establishes a procedure which makes company incorporation easier, as long as standard procedures and models (for example for company articles) are followed. These models are now being prepared by the corresponding authorities, which does mean it may be some time before this easier procedure is actually available.
Discuss with us the alternatives for an office in Spain to suit your company. Christian Koch, Lawyer, Partner, ECOVIS Legal Spain , Madrid, Spain
However, there are also some limitations. If the initial capital is below EUR 3,000, the company must set aside 20% of its yearly benefits to establish a legal reserve until this reserve reaches EUR 3,000. Until this sum is reached, the partners will be personally liable up to this amount for the debts of the company in the case of insolvency, explain the members of the Ecovis Madrid Hub.
In all other aspects, a EUR 1 limited liability company is fully equivalent to any other limited liability company. As a result, investors now have a new instrument for investing in Spain when they are just testing the market and want to limit the cost of their investment.
Malta Startup Residence Programme – An opportunity for budding entrepreneurs
The Maltese government has launched the “Malta Startup Residence Programme”. Under the programme, non-EU citizens will receive improved start-up conditions, such as a residence permit for up to eight years, if they do business and pay taxes in Malta. The Ecovis consultants know what is required of entrepreneurs.
In October 2022, the Minister responsible for Environment, Energy and Enterprise launched a residency programme for expat entrepreneurs who decide to establish their start-up companies in Malta. The “Malta Startup Residence Programme”, which is part of the government’s efforts to promote Malta as a hub for startup entrepreneurial creativity, grants applicants and their immediate family a three-year residence permit, which can be extended for an additional five years, during which they may reside in Malta. During this time, beneficiaries must live and pay taxes in Malta.
Which requirements must companies meet when creating a startup?
The programme is intended for non-EU nationals who would like to embark on an entrepreneurial venture while keeping immediate families close. Undoubtedly, the Maltese jurisdiction offers other benefits to budding entrepreneurs, including the use of the English language in business operations, and the country’s access to the larger market in continental Europe.
To be eligible for the programme, an individual must:
Be 18 years and older
Have a concrete intention to develop and/or expand their business in Malta
Be the founder or the co-founder of an enterprise which has been registered for not more than seven (7) years anywhere globally (including Malta), and which meets the following conditions:
It has not taken over the activity of another enterprise
It has not yet distributed profit
It has not been formed through a merger
Have recognised health insurance covering risks in Malta for him/herself and dependants
Are you interested in the Malta Startup Residence programme? Contact us. Dr Roberta Avellino Pulé, Senior Legal Consultant, ECOVIS Malta, Mosta, Malta
Which companies can look forward to funding
The requirements for eligibility further stipulate that the startup incorporated in Malta is required to make a tangible investment and/or provide paid-up share capital of not less than EUR 25,000. Where more than four co-founders apply for the startup residence permit, an additional EUR 10,000 needs to be provided per additional co-founder. The maximum number of co-founders eligible for the Startup Residence Programme is six.
In terms of industry focus, startups are considered eligible if they engage in one or more of the following activities:
Manufacturing and analogous industrial services
Health, biotechnology, pharmaceuticals, and life sciences
Eco startups engaging in blue, green and sustainable industries
Economic activities enabled through knowledge and technology, providing services or products which are not yet readily available in the market.
Core employees who are instrumental to the operations of the startup in Malta are also eligible to apply for residency under the programme, provided they have specialist skills and earn not less than EUR 30,000.
For further information please contact:
Dr Roberta Avellino Pulé, Senior Legal Consultant, ECOVIS Malta, Mosta, Malta Email: firstname.lastname@example.org
Transfer pricing Greece and other amendments to the Greek tax legal framework
The Greek government is to introduce several changes to the tax framework. This includes, for example, relief from double taxation for intercompany transactions subject to transfer pricing rules or the enforcement of stamp duty obligation. The Ecovis experts explain the details of the tax changes.
In an effort to justify and modernise its tax system, Greece has adopted a new method when assessing corporate taxes resulting from intercompany transactions. In a more analytical approach, where profits are adjusted due to intragroup transactions that have been subject to tax in Greece, the associated party will be entitled to submit an amended tax return within a period of three months to adjust and reduce its taxable profits accordingly.
Reinforcement of the stamp duty obligation
The stamp duty obligation for funding Greek Corporations with debt has been reinforced retroactively as of 1 January 2021. Law 4972/22, recently passed by the Greek parliament, adopts the old practice applied by the Greek tax authorities where deals containing interest loan agreements, cash facilitations and other modern cash management practices such as cash pooling etc. should be subject to stamp loan burden under certain conditions.
The new legislation is expected to increase uncertainty regarding the stamp duty obligation on loans concluded before 1 January 2021 and transferred or repaid after the enforcement of the new law.
We offer local and international companies comprehensive advice on all aspects of taxation. Dimitrios Leventakis, Partner, Certified Tax Advisor, ECOVIS HELLAS L.T.D, Athens, Greece
Paying stamp duty on time
Corporations should carefully examine whether they have concluded interest bearing loans or other financial transactions covered by the new provisions in order to secure timely payment of stamp duty by 31 December 2022.
Transmission of retail receipts to the “myData” digital platform
The new legislation also introduces some penalties for the non-transmission of retail receipts to the government’s digital platform “myData”, depending on whether or not the receipts are subject to VAT.