Frequently Asked Questions
1WHAT ARE THE BENEFITS OF A “CUSTOMIZED” COMPANY?
The main advantages can be summarized as follows: Choice of the company name. Publicity of the founding partners. If there is no urgency, the cost is significantly lower than the option to buy. The procedures are streamlined, requiring the drawing up of a single deed.
2WHAT ARE THE BENEFITS OF BUYING A COMPANY THAT IS ALREADY INCORPORATED?
Speed: as from 24 hours. It is unnecessary to disburse the share capital in advance, given that it was already recorded in the account books at the time of its constitution. Privacy of the partners’ identity, given that the selling of the shares is not an act that is recorded in the Mercantile Register. Flexibility in adapting your specific needs to the already existing company.
3WHAT GUARANTEES DO I HAVE THAT THE COMPANY I ACQUIRE IS WITHOUT ACTIVITY AND FREE OF ENCUMBRANCES?
The companies offered are created only and exclusively for sale. The deed of sale states having met the duty of disclosure referred to in Art. 12.1.l) of the Regulation governing the formal tax obligations in the Historical Territory of Bizkaia approved by Regional Decree 205/2008 of 22 December (through which the Treasury is communicated that it has been created with the sole purpose of assigning its shares for sale) and certifying the administrator total inactivity as well as the absence of debts.
4ONCE THE COMPANY SHARES HAVE BEEN ACQUIRED, WHEN CAN I COMMENCE OPERATING WITH IT?
As soon as the deed of sale of the shares has been signed and the ceasing of and appointment of administrator.
5CAN AN ALREADY CONSTITUTED COMPANY CHANGE ITS NAME?
Yes, no problem at all. An exemption certificate of the existence of the name will be requested from the Central Mercantile Register (the company itself will file the request stating that it is for a change of name), and once it is granted the initial name would be modified by means of a deed. Once it has been executed in a public deed, it must be recorded in the Mercantile Register. However, we advise against overlapping it with the purchasing of a company given the request for the certificate from the Central Mercantile Register could be put off up to one week, delaying the entire operation.
6CAN THE DOMICILE AND COMPANY PURPOSE BE CHANGED?
In the sales transaction of the company all the necessary changes are made in order to meet the corporate needs of our clients. While it is true that if other changes wish to be made subsequently that affect these aspects, these may be done by making public the minutes of the extraordinary shareholders’ meeting in which the necessary changes are approved. After which they must be recorded in the provincial Mercantile Register. You may consult the standard articles of association and default multiple company object.
7CAN THE INITIAL SHARE CAPITAL OF COMPANIES BE INCREASED?
Initially, all our companies have a capital of 3,012 euros, which may be increased in the same deed of cessation and change of administrator. This capital contribution may be of two types: Cash: The money will be placed in the company account. In kind: Assets will be paid into the company equity. In this case the property deeds of the contribution must be provided (real estate, vehicles, computer equipment…) as well as a valuation thereof.
8WHAT IS THE RESPONSIBILITY OF THE PARTNERS?
The risk is limited given the shareholders are not personally responsible for the company debts, it is the company as a legal entity, which has the unlimited responsibility with all its present and future assets. The shareholders limit their responsibility and risk to the contribution they provide to the company capital, except when a special responsibility is provided by the Law (irregular companies, one-person companies without being declared as such in the legally established deadlines and forms), as well as in cases of bankruptcy law, in which there are assigned responsibilities to the shareholders beyond their company involvement.
9WHAT IS A SINGLE-MEMBER COMPANY?
The law states that in case the shareholding of a company is 100% in the hands of a single person, this undertaking shall be subject to special rules, mainly that of publicity with third party relations, as a result of the likelihood of a confusion between the shareholders’ equity and said single shareholder. As a consequence of this the law obliges a single shareholder statement be drawn up and recorded in the Mercantile Register and whilst it subsists, it shall be entered in the corporate documentation: correspondence, delivery notes, asking notes, invoices… In the event these obligations are not met, the shareholder will pay the full amount of the company debts (lifting the corporate veil).
10WHAT TYPE OF ADMINISTRATION CAN A COMPANY HAVE?
The administrator/s undertake all the management and representation functions of the company, without prejudice of the appointment of proxies by the former. They are named as follows depending upon the number and role they play: Sole administrator: It attributes the aforementioned management and control functions to one single person. Joint Administrators: It attributes the administration to a group of persons, each one of which holds all the power to represent the company without the need to concur between them. Joint and Several Administrators: It involves the joint action of all the administrators for any internal or external proceedings of the company. Board of Directors: This is a body comprised of at least three members. In this modality, the power of representation belongs to the board which shall act collectively. Nevertheless, the statutes may also attribute, the power of representation to one or several members of the board either individually or jointly.
11WHAT TYPE OF RESPONSIBILITY DO MANAGERS HAVE?
The administrators will be accountable to the company, the shareholders and third-party creditors thereof, for the damage incurred due to illegal acts or omissions or against the statutes incurred failing to perform duties inherent to his/her position. The circumstance that the adverse act has been adopted, authorized or ratified by the general board in no way exonerates from responsibility.
12WHAT TAXATION IS A COMPANY WITH A REGISTERED OFFICE IN BIZKAIA SUBJECT TO?
Creating or acquiring a dormant company with tax residence in Bizkaia and according to the volume of transactions it achieves when performing said transactions will pay corporate tax in this historical territory. This has quite a significant tax advantage due to its reduced taxation rate by several points in relation to the Regional Common TAXATION RATES: Small enterprises: That carry out an economic operation. The volume of transactions or assets not greater than 8,000,000€. A workforce of not more than 50 employees. Not participated in over 25% by the enterprise that does not possess any of the previous requisites. 24% Medium-Sized Company: That carries out an economic operation or its assets are not greater than 40,000,000€. A workforce of not more than 250 employees. Not participated in over 25% that does not possess any of the previous requisites. General: 28% Common Tax Regime: Small-Sized Enterprises: The volume of transactions no greater than 8,000,000 €. Up to 120,2020.41€. The rest 30% General: 30%
13HOW CAN AN INDIVIDUAL OTHER THAN THE ADMINISTRATOR BE AUTHORISED TO CARRY OUT THE TASKS PERTAINING TO THE ADMINISTRATOR?
The company’s day-to-day may require someone to provide support for performing tasks for which, a priori, are only authorized for the administrator. This situation may be solved by the company granting power of attorney to a third party. Depending upon the range of tasks enabling the person holding the “power of attorney”, may be called: General Power of Attorney: Providing the third party to administer all the company’s assets. Special Power of Representation: Allowing a third party to perform only a series of specific actions. As regards formal requirements for validity, whereas the special power of attorney only requires a public deed, the general power of attorney also requires inscription in the mercantile register.
14CAN I SELL THE COMPANY I NO LONGER USE TO ASESORÍA LAVÍN?
Given that we cannot ensure the absence of debts nor any proceedings against them, we do not acquire companies incorporated by personnel outside our offices, nor do we even intermediate in the sale. Furthermore, we do not buyback companies we have previously sold.