Company Constitution: Administrative, Labor, and Tax Procedures
Company Constitution: Administrative, Labor, and Tax Procedures for LLCs
This document outlines the essential administrative, labor, and tax procedures required for establishing and maintaining a Limited Liability Company (LLC).
1. Initial Procedures
1.1. Negative Name Certification
A certification verifying the uniqueness of the proposed company name. This must be presented to the notary during the deed granting process.
- Deadline: Before writing.
- Location: Companies Commercial Registry.
1.2. Notary Deed
The company members approve the statutes, which are incorporated into the deed. All founding members must sign the constitution of the company.
- Required Documentation: Negative Name Certification (1.1), IDs of all founding members, company statutes, bank certificate verifying monetary contributions, company information (social capital, business address, purpose, etc.).
- Term: Before the start of activity and within 3 months after obtaining 1.1.
- Location: Notary Office.
1.3. Tax Identification Number (TIN)
The company is fully identified, regardless of any subsequent modifications.
- Deadline: 30 days from issuance.
- Validity: 6 months to apply for a permanent TIN.
- Location: State Agency of Tax Administration.
1.4. Tax on Asset Transfers and Documented Legal Acts
Capital tax on writing (1% of capital).
- Deadline: Varies.
- Location: Territorial Delegation of Economy and Finance of the Government.
1.5. Commercial Registry
Register corporations, legalize business books, and ensure the deposit and publicity of accounting documents. Required for corporations.
- Term: One month after the issuance of documents.
- Place: Commercial Registry.
2. Financing Procedures
2.1. IAE Registration Statement
Register under the appropriate IAE (Economic Activities Tax) category based on the company’s activity. The amount varies depending on the activity, municipality, and tax items.
- Deadline: 10 days before the start of activity.
- Location: State Agency of Tax Administration.
2.2. Census Declaration of High Tax Obligations
When presenting Form 036 for the TIN, you can communicate tax obligations and IAE discharge in the same document.
- Term: Before the start of activity.
- Location: State Agency of Tax Administration.
3. Labor Procedures
3.1. Registration with the Treasury and Employer Number
3.2. Employee Registration with Social Security (SS)
3.3. Employer Registration in the Special Autonomy SS Scheme
Mandatory for individual entrepreneurs and professionals. Inclusion does not exclude participation in other SS schemes.
- Held in: Treasury.
- Deadline: 30 days after the start of activity.
3.4. Coverage for Accidents at Work and Occupational Diseases (AT MP)
3.5. Conclusion of Employment Contracts
3.6. Notice of Workplace Opening
3.7. Labor Calendar
4. Local Procedures
Application for Activity License, Municipal Works License, Settlement Tax Building, Facilities Facilities and Works.
5. Registration of Logging Activity in the Industry
6. Enrollment of Local Building or Premises (if applicable)
In certain cases, the local building or premises where the activity is performed must be registered in the property registry.
7. Patent and Trademark Office
8. Major Accounting Obligations
8.1. Social Books and Partner Records
Single-member companies must maintain a book that includes the registration of agreements between the company and the sole transferable shareholder.
8.2. Accounting Books
Inventory and annual accounts, and daily journal.
9. Major Tax Obligations
9.1. Corporate Tax
Income earned by companies subject to corporate tax (30%). For small-sized companies with less than €8,000,000 in revenue, the tax rate is 25%, while the remaining income is taxed at 30%.
9.2. VAT (Value Added Tax)
Entrepreneurs or professionals subject to VAT liabilities must maintain books to record invoices issued, received, property investments, and intra-specific operations. These books must be up-to-date but do not need to be legalized.