Best Investment & Business Structuring Lawyers in Marbella

1. About Investment & Business Structuring Law in Marbella, Spain

Investment & Business Structuring in Marbella operates under Spanish national law with local implications. The city’s international investor community interacts with corporate, tax, and regulatory frameworks that apply across Spain and Andalusia. In Marbella, practical considerations include company formation, licensing, residency pathways for investors, and cross-border tax planning.

Key elements involve choosing the right business vehicle, complying with corporate governance rules, and navigating licensing for commercial activity. Local licensing, urban planning rules, and municipal requirements can affect timing and feasibility for new ventures in Marbella. An attorney with Marbella experience helps align national norms with local processes.

Source: Spain's national policies on residence for investors and official guidance on corporate structures are published by government portals available at gob.es and Exteriores.

Effective structuring requires clarity on ownership, tax residency, and regulatory compliance from the outset. This is especially true for hospitality, retail, and real estate ventures common in Marbella’s economy. A local lawyer can tailor a structure to your goals while reducing regulatory friction.

2. Why You May Need a Lawyer

• Setting up a Marbella-based company for a restaurant chain. A lawyer helps choose between a Sociedad de Responsabilidad Limitada (SL) and a Sociedad Anónima (SA), handles registration with the Mercantile Registry, and ensures compliant shareholding and governance documents.
• Structuring joint real estate investments with partners in Marbella. A legal counsel can draft shareholders agreements, clarify ownership proportions, and address exit scenarios and capital calls to prevent disputes.
• Applying for residency by investment or the Golden Visa on a Marbella project. An attorney coordinates investment thresholds, visa applications, and ongoing compliance with immigration and tax authorities.
• Securing municipal licenses to operate a new business in a tourist corridor. Counsel assists with opening licenses, environmental permits, and planning consents required by Marbella city authorities.
• Implementing cross-border tax planning for expats and investors in Marbella. A lawyer collaborates with tax advisers to optimize for VAT, corporate tax, and double taxation treaties while remaining compliant with Spanish rules.
• Navigating corporate restructurings or M&A in an active Marbella market. A local attorney coordinates due diligence, contract drafting, and regulatory notifications to the Mercantile Registry.

3. Local Laws Overview

Marbella investors must comply with a mix of national statutes and local ordinances. The following laws are foundational for Investment & Business Structuring in Marbella:

• Law of the Sociedad de Capital (LSC) and corporate governance norms. This framework governs formation, capital requirements, and governance for Spanish corporations such as SL and SA, and sets baseline duties for directors and shareholders.
• General Tax Law and Corporate Tax rules (Impuesto sobre Sociedades). Spain imposes corporate tax on profits; standard rates and regimes apply to Marbella businesses, with specific deductions and incentives under national law.
• Law 14/2013, de apoyo a los emprendedores y su internacionalización (Golden Visa). This statute introduced residence pathways for certain foreign investors, including real estate investments, and remains a cornerstone of investor immigration policy.
• Plan General de Ordenación Urbanística de Marbella (PGOU) and local licensing rules. Marbella’s urban planning code and municipal licensing regimes govern construction, openings, land use, and environmental permits for new projects.

Source: The Golden Visa framework is described in Spain's official immigration resources, which outline investment thresholds and eligibility criteria for residents by investment.

Recent changes in Marbella often involve updates to municipal licensing procedures and adaptations to Andalusia’s planning guidance. Investors should verify the current PGOU status and local ordinances at Marbella’s official portals prior to project initiation.

4. Frequently Asked Questions

What is a Sociedad de Responsabilidad Limitada and when should I choose it?

An SL is a limited liability company with a relatively low minimum capital and straightforward governance. Choose an SL for smaller to mid-size ventures, liability protection, and simpler share transfer rules in Marbella.

How do I start a business in Marbella as a foreign investor?

Start by defining the business model, selecting the corporate form, and preparing founding documents. You must register with the Mercantile Registry and obtain a tax ID (NIF) before opening bank accounts and hiring staff.

Do I need a local lawyer to register my Spanish company?

While not legally required, a Marbella-based attorney helps ensure compliance with local licensing, corporate filings, and governance requirements, saving time and reducing risk.

What is the typical timeline for obtaining opening licenses in Marbella?

Timelines vary by project complexity, but a standard commercial opening license can take several weeks to a few months. A lawyer can streamline submission and liaison with the city hall.

What is the cost of corporate tax for Spanish companies?

Spain generally applies a corporate tax rate of 25 percent on profits, with reduced rates or deductions possible for specific activities. Planning with a tax advisor is essential to optimize liability.

Is residency by investment available for Marbella investors and what does it require?

Yes, a residency by investment pathway exists for qualifying real estate investments and other criteria. The program requires meeting investment thresholds and ongoing compliance with immigration authorities.

Do I need to file annual accounts and audits in Marbella?

Most Spanish companies must file annual accounts with the Mercantile Registry and, depending on size, may require an audit. Compliance minimizes penalties and preserves banking relationships.

What is the difference between an SL and an SA in Spain?

An SL has limited liability with simpler governance and lower minimum capital; an SA is designed for larger ventures, with stricter governance and higher capital requirements.

How long does it take to set up a Marbella business entity?

Formation typically takes a few weeks to a couple of months, depending on document accuracy, corporate type, and registration authority processing times.

What taxes should I consider when investing in Marbella real estate?

Consider municipal property tax, value-added tax or transfer tax on purchases, and ongoing income or capital gains taxes as applicable to rental or sale activities.

Do I need a local address or fiscal representation for my Marbella venture?

Most entities require a local address for registration and formal communications. A fiscal representative may be needed for non-resident owners in certain cases.

What is the process to transfer ownership or restructure in Marbella?

Ownership changes require updating the Mercantile Registry, stock or share transfer agreements, and possibly tax authority notifications to reflect new ownership.

5. Additional Resources

• Ayuntamiento de Marbella (Marbella City Council) - Official source for local licensing requirements, urban planning, and municipal regulations affecting business openings and renovations. marbella.es
• Agencia Tributaria (Spanish Tax Agency) - Central authority for corporate tax, VAT, and personal tax rules; provides forms, rates, and compliance guidance. agenciatributaria.gob.es
• Gob.es - Immigracion y residencia por inversiones - Official guidance on residence permits for investors and the Golden Visa framework. exteriores.gob.es
• ICEX Spain Trade & Investment - Government-supported agency promoting foreign investment, market-entry information, and regulatory guidance for investors in Spain. icex.es

6. Next Steps

1. Define your investment objectives and preferred business structure. Clarify whether you will operate a Spanish entity or structure through an offshore vehicle for Marbella activities. Timeline: 1-2 weeks.
2. Consult a Marbella-based lawyer to assess licensing and corporate needs. Obtain a written proposal outlining scope, fees, and milestones. Timeline: 1 week to engage.
3. Prepare the initial set of documents for registration. This includes identification, proof of address, and company bylaws tailored to Marbella requirements. Timeline: 1-3 weeks.
4. Register with the Mercantile Registry and obtain a NIF/TIN. Your lawyer can coordinate submissions to ensure accuracy. Timeline: 2-6 weeks depending on workload.
5. Obtain local licenses and permits relevant to your activity in Marbella. Start with municipal opening licenses, then environmental or sector-specific permits if needed. Timeline: 1-3 months total.
6. Align tax planning with Spanish and international considerations. Engage a tax adviser to map corporate tax, VAT, and cross-border planning. Timeline: ongoing.
7. Implement ongoing compliance and corporate governance processes. Set up annual accounts, board updates, and regulatory notifications. Timeline: ongoing annually.