Best New Business Formation Lawyers in Bilbao

About New Business Formation Law in Bilbao, Spain

Starting a business in Bilbao involves complying with Spanish national law and with local Basque and provincial regulations applicable in Bizkaia. The general framework for company formation is set by national commercial and tax laws - for example the Ley de Sociedades de Capital for capital companies - while certain taxes, permits and administrative procedures are managed at the foral or municipal level. Typical business forms available include self-employed entrepreneur (autónomo), Sociedad Limitada (S.L. - limited liability company), Sociedad Anónima (S.A. - public limited company), cooperatives and branches of foreign companies. Formation requires steps such as name reservation, drafting and notarizing statutes, depositing any required share capital, registering at the Mercantile Registry and obtaining tax and social-security registrations. Local practical requirements - municipal opening licences, Basque foral tax registrations and industry-specific authorisations - must be satisfied before commercial activity begins.

Why You May Need a Lawyer

Legal help can save time and reduce risks when forming a business. Common situations where a lawyer is useful include:

Choosing the optimal legal form for tax, liability and investment reasons; drafting or reviewing articles of association, shareholders agreements and employment contracts; structuring ownership and investment rounds; preparing notarial deeds and managing Mercantile Registry filings; navigating foral tax rules in Bizkaia and company tax obligations; obtaining municipal licences and environmental or health permits; advising on hiring and dismissal, social-security registrations and compliance with collective bargaining agreements; protecting intellectual property and drafting commercial contracts and terms and conditions; guiding on immigration and permits if founders or key staff are non-EU nationals; resolving shareholder disputes or preparing exit and succession plans.

A lawyer experienced in Basque and Spanish business law can coordinate with accountants, tax advisors and local authorities to ensure a smooth start.

Local Laws Overview

Key legal and administrative aspects to consider in Bilbao and Bizkaia include:

Legal framework - Spain’s corporate legislation governs company types, corporate governance, capital requirements and formalities. The Basque Country has some fiscal and administrative autonomy that affects taxes and some procedures.

Commercial registration - Companies must be registered at the Mercantile Registry. For businesses in Bizkaia you will use the Registro Mercantil corresponding to the province; company names are checked through the Registro Mercantil Central.

Capital requirements - The minimum share capital for a Sociedad Limitada (S.L.) is generally 3,000 euros fully subscribed and paid. For a Sociedad Anónima (S.A.) the usual minimum is 60,000 euros with at least 25 percent paid on incorporation. Verify current numeric thresholds with your advisor.

Taxes - National and foral tax obligations apply. Corporate tax, VAT (Impuesto sobre el Valor Añadido) and personal income tax are key. The Basque Country and the diputación foral of Bizkaia administer many regional taxes and have specific procedures and possible incentives. Confirm applicable rates and reliefs locally.

Municipal licences - The Ayuntamiento de Bilbao issues opening and activity licences, urban planning approvals and environmental permits when required. Some activities require prior technical inspections or specific safety conditions.

Labour and social security - Employment relationships are governed by the Estatuto de los Trabajadores and applicable collective agreements, with social-security registrations handled by the national Tesorería General de la Seguridad Social. Worker protection rules, payroll taxes and employer contributions apply from the first hire.

Data protection and IP - Businesses must comply with EU GDPR and Spanish implementing rules. Trademark and patent protection is handled at the national level and internationally as needed.

Licensing and sector rules - Regulated sectors such as food, health, transport, financial services or construction require additional permits, qualifications and inspections.

Frequently Asked Questions

What is the fastest way to form a company in Bilbao?

The fastest route for many small ventures is to register as a self-employed person (autónomo) or to use the simplified limited company process for an S.L. Using a professional - a lawyer or gestoría - to prepare documents, reserve a company name, open the bank account for capital deposit and complete the notarial deed and Mercantile Registry filings will accelerate the process. Exact timing varies from a few days for an autónomo to several weeks for a limited company, depending on workload at authorities and whether all documentation is correct.

How much does it cost to set up an S.L. in Bilbao?

Costs include state and provincial taxes, notary fees, Mercantile Registry registration charges, bank fees for deposit of share capital, and professional fees for legal and accounting services. The mandatory minimum capital for an S.L. is generally 3,000 euros, but additional costs for compliance and licences should be budgeted. Professional fees vary with complexity. Ask for a written estimate from your lawyer or gestoría.

Can a non-Spanish resident or foreigner form a company in Bilbao?

Yes. Non-residents and foreign nationals can own and form companies in Spain. Non-EU founders may need a tax identification number (NIE) and, for practical purposes, it is common to appoint a resident legal representative for tax and social-security procedures. If founders or directors are non-EU and plan to work in Spain, immigration and work-permit rules must be addressed; specific entrepreneur visas or residence authorisations may be required.

Do I need a specific municipal licence before opening a shop or office?

Often yes. Most commercial activities require an opening or activity licence (licencia de apertura) from the Ayuntamiento de Bilbao. The requirements depend on the type of activity, location, expected traffic, noise, safety and waste management. Some low-impact activities may be covered by a prior declaration rather than a full licence, but you must check with the municipality before opening.

What tax and accounting obligations will my new company have?

Typical obligations include registration for corporate tax, VAT and employer withholdings; keeping proper accounting records under Spanish accounting rules; filing periodic VAT returns and withholding tax returns; preparing and filing annual accounts at the Mercantile Registry; and filing the corporate tax return. In the Basque Country, foral tax administration manages several procedures and you should verify local filing rules and deadlines. Regular bookkeeping and advice from an accountant are essential.

What is the difference between an autónomo and an S.L.?

An autónomo is an individual who trades in their own name and is personally liable for business debts. An S.L. is a separate legal entity limiting the owners liability to their capital contributions in most circumstances. Choice depends on liability exposure, tax planning, administrative cost and growth expectations. An S.L. has higher formalities and set-up costs but offers liability protection and can be preferable for businesses taking investment or employing staff.

Is there a minimum number of founders for a Sociedad Limitada?

An S.L. can be formed by one or more persons. A single-member limited company is permitted (Sociedad Limitada Unipersonal). The single shareholder must be indicated in the company’s bylaws and registered as such at the Mercantile Registry.

Do I need to register with Social Security before hiring employees?

Yes. Employers must register the company with the Tesorería General de la Seguridad Social and set up the employer account before registering employees. Each employee must be registered and provided with their social-security number and contracts compliant with labour law. Employer contributions apply from the date of hiring.

How do I protect a trademark or brand used in Bilbao?

Trademark protection is typically sought at the national level through the Spanish Patent and Trademark Office or at the EU level via the EU Intellectual Property Office for Community trademarks. Consider registering trade names, logos and domain names early. A lawyer can perform clearance searches and prepare applications to reduce the risk of disputes.

What permits do I need if my business handles food, waste or environmental risks?

Food businesses require health and sanitary approvals, compliance with food-safety regulations and periodic inspections. Companies that generate waste, use hazardous materials or impact the environment may need environmental permits or registers issued by municipal or provincial authorities. Requirements differ by activity and scale, so seek sector-specific advice early in planning to avoid delays.

Additional Resources

For practical steps and official procedures consult or contact:

Registro Mercantil de Bizkaia - for company registration and public record filings.

Registro Mercantil Central - for company-name reservation and national records.

Agencia Estatal de Administración Tributaria - for national tax registration and VAT procedures.

Diputación Foral de Bizkaia - for foral tax procedures, local incentives and specific Bizkaia tax rules.

Ayuntamiento de Bilbao - for municipal licences, urban planning and local business support.

SPRI - Agencia Vasca de Desarrollo Empresarial - for Basque Government business supports, training and financing schemes.

Bilbao Ekintza - municipal economic development services and advice for entrepreneurs.

Cámara de Comercio de Bizkaia - for training, networking and export support.

Tesorería General de la Seguridad Social - for employer and employee social-security registrations.

Oficina Española de Patentes y Marcas - for trademarks and industrial property advice.

Next Steps

If you need legal assistance, follow this practical sequence:

1. Initial preparation - Clarify your business idea, projected activities, expected turnover and whether you will hire staff. Prepare identification documents for founders and any preliminary business plan or budget.

2. Legal consultation - Book a meeting with a lawyer experienced in Basque and Spanish business law. Provide facts so the lawyer can advise on the best legal form, tax implications and likely permits.

3. Name check and reservation - Have your advisor check name availability and reserve the company name if forming a capital company.

4. Prepare formation documents - Draft articles of association, shareholder agreements and the notarial deed. Open a bank account and deposit any required capital.

5. Notarization and registration - Sign the public deed at a notary and file for registration at the corresponding Mercantile Registry. Apply for provisional or definitive tax identification numbers as required.

6. Regulatory registrations - Register for tax and VAT, set up social-security accounts for the company, and obtain municipal licences or sector permits before opening.

7. Compliance set-up - Put in place accounting procedures, payroll arrangements and data-protection measures. Schedule periodic filings and bookkeeping to meet deadlines.

If you are ready to proceed, request a short initial engagement with a local lawyer to obtain a clear written estimate of costs, timeline and required documents. Early professional advice reduces the risk of delays and unexpected liabilities.