Best Investment & Business Structuring Lawyers in Seville

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

Investment and business structuring law in Seville governs how companies are formed, reorganized and operated within Spain. It covers choosing the right legal form, capital structure, governance rules and cross-border considerations for Sevillan ventures. Understanding these rules helps align ownership, liability, and tax outcomes with long-term business goals.

Key concepts include selecting between common Spanish forms such as Sociedad de Responsabilidad Limitada (SL) and Sociedad Anónima (SA), ensuring proper notarized deeds, and registering with the Registro Mercantil. National statutes govern corporate governance, while regional administration provides support and incentives through Andalusia. Compliance with data protection and accounting requirements remains essential for ongoing operations.

In Seville, like the rest of Spain, the process typically involves notarial formalities, registration in the Registro Mercantil, and ongoing tax and regulatory compliance. This structure also influences how investors manage liability, financing, and succession planning. For precise steps and current requirements, consult a local corporate attorney.

Source: Real Decreto Legislativo 1/2010, Ley de Sociedades de Capital (consolidated text) - BOE publication; see https://www.boe.es/buscar/doc.php?id=BOE-A-2010-10565

Source: Ley 14/2013 de apoyo a los emprendedores y su internacionalización - BOE publication; see https://www.boe.es/buscar/doc.php?id=BOE-A-2013-10044

2. Why You May Need a Lawyer

• Setting up a Sevillan holding group with cross-border investments. An investor from outside Spain wants a Spanish holding company to own a local Sevillan subsidiary and a Portuguese business. A lawyer ensures the structure complies with the Ley de Sociedades de Capital, cross-border financing rules, and tax planning.
• Reorganizing a family business in Seville for succession planning. A second-generation owner intends to convert a family-run SL into an SA and transfer shares to the next generation, while meeting capital and governance requirements.
• Acquiring a Sevilla-based tech startup and performing due diligence. A buyer needs a due diligence plan, disclosure schedules and a robust stock option and cap table structure to avoid post-closing disputes.
• Expanding a hospitality business with new share issues or capital increases in Seville. The company plans to issue new shares to raise funds, while maintaining compliance with corporate governance and minority protections.
• Resolving cross-border supplier agreements and corporate forms. A Sevillan importer lays out a structure to manage local entities, parent companies and licensing, while aligning with Spanish and EU competition and corporate law.

Consulting a lawyer in Seville can help prevent missteps in notarial procedures, registration delays, or misapplication of corporate tax rules. A local attorney can also advise on regional incentives and compliance with the Registro Mercantil requirements. Local expertise reduces risk and accelerates timelines.

3. Local Laws Overview

Spain regulates investment and business structuring through national statutes and regional administration. Key laws commonly relied on in Seville include the following, with reference to their official sources.

• Ley de Sociedades de Capital (LSC) Real Decreto Legislativo 1/2010, de 2 de julio, consolidating the main rules for corporations, including minimum capital, governance, distributions and liability. This framework governs formation of SLs and SAs nationwide, including Seville. BOE source.
• Ley de apoyo a los emprendedores y su internacionalización Ley 14/2013, de 27 de septiembre, which introduces measures to simplify starting a business and supports internationalization. This law remains relevant for new Sevillan ventures seeking faster incorporation and regulatory relief. BOE source.
• Reglamento del Registro Mercantil Real Decreto 1784/1996, de 5 de septiembre, which governs notarial formalities, inscription of companies in the Registro Mercantil, and related procedures for corporate actions. BOE source.
• Impuesto sobre Sociedades Corporate income tax framework for Spain, currently with a general rate around 25 percent for most companies and specific regimes for certain entities. For official tax guidance, see the Agencia Tributaria (Hacienda). Hacienda official.

Recent reforms and digitalization efforts are shaping how Seville-based businesses register and maintain compliance. The Ministerio de Justicia has advanced electronic filings and online services for corporate registrations and notarial acts. Ministerio de Justicia official.

Note: Regional incentives in Andalucia may apply to certain sectors or municipalities, but you should verify current programs with the Junta de Andalucía or local chambers of commerce. For cross-border operations, EU guidance and local implementation of directives can impact structuring decisions.

Source: Ministerio de Justicia - Registro Mercantil y servicios electronicos; https://www.mjusticia.gob.es

4. Frequently Asked Questions

What is the difference between a Sociedad de Responsabilidad Limitada and a Sociedad Anónima?

A Sociedad de Responsabilidad Limitada (SL) requires a lower minimum capital (3,000 euros) and typically suits smaller or family-owned ventures. A Sociedad Anónima (SA) requires 60,000 euros in share capital and is preferred for larger enterprises with tradable shares. Governance and reporting obligations differ accordingly.

How do I start a company in Seville, Spain?

Choose the correct legal form, prepare statutes, appoint directors, and obtain reliable identifiers. Execute the deed before a notary and register the company in the Registro Mercantil. You will also obtain a tax ID and open a business bank account.

Do I need a Spanish attorney to form a company in Seville?

While not legally mandatory, a local attorney helps ensure correct form choice, proper corporate bylaws, accurate share capital deployment and timely registry filings. Local counsel also aids with tax planning and regulatory compliance.

How long does it take to register a new company in Seville?

Typically 2 to 6 weeks from notarization to Registro Mercantil inscription, depending on document completeness and registry backlogs. A delayed process often involves missing documents or incomplete capital declarations.

What is the minimum share capital for an SL in Spain?

The minimum share capital for an SL is 3,000 euros, which must be fully paid at incorporation. This amount is set by the Ley de Sociedades de Capital and appears in the consolidated text.

How much is the corporate tax rate for most Spanish companies?

The standard corporate tax rate is 25 percent for most companies. Special regimes may apply to certain entities, and local rules can affect deductions and credits.

What documents are needed to open a business bank account in Seville?

You typically need the tax identification number, a copy of the deed of incorporation, statutes, and identification documents for directors or signatories. Banks may require a Spanish address and registry details.

Do I need to register for VAT in Spain for a Sevillan business?

Most businesses with taxable activities must register for VAT (IVA) and file periodic VAT returns. The registration depends on the activity, location, and customers, including cross-border transactions.

Can a non-resident invest in a Spanish company in Seville?

Yes. Non-residents can invest and hold shares in Spanish companies, but they must comply with anti-money laundering, tax, and registry requirements. A local attorney helps ensure compliance and withholding tax considerations.

What is the process for a cross-border merger involving a Sevillan company?

Cross-border mergers require robust due diligence, compliance with the Ley de Sociedades de Capital, and registry filings. Notarial acts and merger deeds must be properly prepared and registered in the Registro Mercantil.

Do I need to publish annual accounts for my Sevillan company?

Yes. Most Spanish corporations must prepare annual accounts and file them with the Registro Mercantil. The scope and filing deadlines vary by company form and size.

5. Additional Resources

• Agencia Tributaria (Hacienda) Official source for corporate taxation, VAT, and reporting requirements. https://www.agenciatributaria.gob.es
• Boletín Oficial del Estado (BOE) Official publication of Spanish laws and regulations, including Ley de Sociedades de Capital and Ley de apoyo a emprendedores. https://www.boe.es
• Ministerio de Justicia Official portal for civil and mercantile registry procedures and electronic filings. https://www.mjusticia.gob.es
• Junta de Andalucia Regional information on business incentives and programs for Andalucía, including Seville. https://www.juntadeandalucia.es
• European e-Justice Portal EU-wide information on corporate law, cross-border restructurings and business formalities. https://e-justice.europa.eu

6. Next Steps

1. Define your business goals and choose the right legal form for Seville. Consider protection of liability, investor expectations and capital requirements (for SL 3,000 euros; SA 60,000 euros). Timeline: 1-2 weeks.
2. Identify a Seville-based corporate lawyer with experience in structuring and registrations. Request a written plan for formation, due diligence, and tax considerations. Timeline: 1 week to shortlist and arrange initial consultation.
3. Gather required documents and run a pre-diligence check. Prepare copies of IDs, proof of address, corporate documents, and any shareholder agreements. Timeline: 1-3 weeks depending on sources.
4. Draft deeds, bylaws and register with the Registro Mercantil. Your attorney coordinates notarial deed and registry filings, ensuring full compliance with LSC and Reg. Mercantil. Timeline: 2-6 weeks.
5. Plan tax and regulatory compliance for the new entity. Align with Hacienda, VAT registration, and local reporting requirements. Timeline: ongoing, with initial filings within 1-2 months.
6. Open a local bank account and implement governance protocols. Ensure signatories and corporate cards are set up and linked to the new entity. Timeline: 1-4 weeks.