The Commercial Code in Spain is a collection of laws and regulations used to conduct all commercial activities in the country. Investors in Spain who want to open a company must observe the provisions of this Code, register their company accordingly and engage in business contracts and relations as per the requirements of the law.
The Spanish Commercial Code contains important provisions regarding the businesspersons and the acts of commerce they can undertake. When certain activities are not explicitly covered by the Code, they are rules by the ordinary Civil Law.
Our team of lawyers in Spain can help you with detailed information about various chapters of the Commercial Code, according to the particularities of your business.
The main types of merchants in Spain and the Trade Register
The Spanish Business Registry has the purpose of providing registration for the main types of legal entities that can be incorporated in Spain: sole traders, corporations, and lending or insurance companies, collective investment institutions, and pension funds as well as civil professional companies. The Registry operates under the Ministry of Justice.
Registration is not mandatory for sole traders, except for ship-owners but it is mandatory for all other types of businesses in Spain. The registration procedure must be performed within one month after the company has obtained all the necessary documents. Please note that if a business develops any import-export operations, regardless if it is a corporate body or a sole trader, it is legally required to apply for an EORI number in Spain.
The information contained in the Business Registry is public and companies must make part of their information available to the public. Part of this publicly available information includes the company’s legal form and /or insolvency status (if applicable), it's registered office in Spain, the paid-up capital and others.
The obligations of a merchant
The Commercial Code contains the rights and the obligations of the merchants who are performing commercial activities and the stipulations of this law are completed by the Civil Code. According to the Commercial Code, a merchant must keep accounts and have the following documents (written in Spanish):
- a journal,
- ledger or accounts,
- book balances,
- letter book of letters.
A balance sheet must also be drawn up and it includes the assets of the company, its liabilities and the net assets (the final value of the assets after the liabilities have been deducted). A profit and loss account is another annual document submitted by Spanish companies and it includes the revenue and expenses made by the company in the respective business year. The tax year in Spain is generally the same as the calendar year. All information about the financial status of the company must reflect its true situation. Companies may request the services of an independent accountant or an accounting firm in order to comply with the ongoing accounting and reporting regulations.
A part of the new regulations in the Commercial Code, that complete the old code adopted in 1885, have the main goal of helping the country recover after it was strongly affected by the economic crisis in the last few years. Our lawyers in Spain can help you with additional information about the obligations of commercial operators in Spain and all of the recent changes that have been brought to or will be brought to the current legislation governing commercial activities.
Other provisions of the Spanish Commercial Code
The Code includes guidelines for the conclusion of commercial agreements. Proposals for business may be made verbally but any business relation must be documented in writing. This document will serve as proof of the intentions of both parties and the proposal for doing business may be accepted or refused.
Business contracts concluded in Spain are deemed valid regardless of their format and language and can be binding to the parties. An exception to the enforceability of any business contract in Spain includes those agreements that are entered into a foreign country and are required to have specific formalities, formats or deeds in order to be enforceable, those which are not required under Spanish law.
The Commercial Code defines the obligations of the seller and the buyer and also informs of the mandatory sales contract. The seller is obliged to deliver the goods as stated and in due time. The buyer may ask for a recognition of the gods.
Stock exchanges, stock exchanges operations and the actions of stock brokers and Stock Market Agents are regulated in the Code.
If you are interested in the new Commercial Code and you need details for your business, you may contact our lawyers in Spain who will offer you detailed information. Our law firm in Spain will help you open the desired type of company in this country and assist you for the future businesses.
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Federico Richardson is a lawyer experienced in dealing with international clients interested in doing business in Spain especially in corporate and real estate sectors. He is a graduate of the University of Navarra, took part in various businesses and now he coordinates the engagements at Lexidy Law Boutique SLP. Contact us for details
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