In this article, we will explain the process and remind you that attolón can assist you in obtaining the authorization or registering your institution. We have the best lawyers in the industry and can tailor a team to guide you through the entire process.
Who Should Apply for Payment Institution Authorization?
Payment institutions providing professional services in Spain are required to apply for authorization from the Bank of Spain. These institutions are regulated by RD 19/2018, dated November 23, and offer services such as:
The Bank of Spain is responsible for authorizing the establishment of these payment institutions. To do so, they will gather a report from the Executive Service of the Anti-Money Laundering and Monetary Offenses Prevention Commission.
Exceptions and Specifics RD 19/2018 allows other providers, such as credit institutions, to offer payment services. It also allows certain entities to undergo only the registration procedure.
These include aggregators that solely provide account information services and entities whose average total value of payment transactions executed in the preceding 12 months does not exceed three million euros.
In these cases, it is not necessary to go through the authorization process. However, the registration procedure, including verification of requirements, is still required in the corresponding central registry.
There are also specific operations that can be subject to registration only. For example, the provision of services based on limited payment instruments, cash withdrawals from ATMs, or purchases of digital content.
Given the current regime of exemptions and specifics, it is highly recommended to consult with a specialized lawyer in payment services for each specific case. This ensures that the institution understands the applicable system and has the best legal coverage.
Authorization for Opening Branches and Provision of Services by Community Institutions
It is important to note that the authorization regime for opening branches and free provision of services, when it concerns payment institutions recognized in other EU member states, is relatively lenient. In such cases, a communication from the supervisory authority of the home member state is required.
The opening of branches only requires registration in the Commercial Registry and the Special Registry of the Bank of Spain. However, to initiate the free provision of services, the Bank of Spain must receive the aforementioned communication.
How to Submit the Authorization Application
As mentioned earlier, the first step in applying for authorization as a payment institution with the Bank of Spain is to analyze the applicable regime for the institution. In general terms, we can differentiate between general payment institutions and those with low business volume. However, it is advisable to consult with a specialized lawyer beforehand.
Registration of Payment Institutions with Low Business Volume
This category includes individuals and legal entities that wish to provide payment services other than payment initiation and account information services. Additionally, their transaction volume must not exceed three million euros per month, and they must not operate abroad.
Given these limitations, payment institutions can opt for a simplified registration procedure. They need to complete the forms provided by the Bank of Spain and submit the corresponding documentation.
Do you need to find a startup lawyer? Barcelona, one of Spain's most promising cities for entrepreneurship, boasts an increasing number of law firms specializing in the startup sector. However, finding the right professional for your project can be a challenge. The success of your startup often relies on the skills and expertise of the lawyer or firm you choose. Furthermore, startups experience varying cash flow throughout their stages, making it crucial to have lawyers who can provide flexible and scalable services tailored to each phase of your project.
The Rise of Startup Lawyers in Barcelona
Barcelona has long been a hub of innovation in Spain, and it continues to pioneer entrepreneurship today. The city is witnessing a surge in specialized offices dedicated to startups.
Many legal professionals in Barcelona have recognized this potential and chosen to specialize in the startup sector. These lawyers, offices, law firms, and boutiques are dedicated to assisting entrepreneurs in raising funds, legally protecting their projects, and navigating startup mergers and acquisitions.
Raising Funds for Startups in Barcelona
Barcelona has captured the attention of both national and international business angels, leading to numerous financing deals being closed daily. Startups in the city often secure funds through venture capital, initial coin offerings (ICOs), and collective projects such as crowdfunding or crowdlending. However, to capitalize on these funding opportunities, it is crucial to have a thorough understanding of Spain's investment cycles, regulatory frameworks, and strategies to prevent social control dilution.
To navigate the complexities of capitalization, startups in Barcelona require the guidance of lawyers who possess expertise not only in law but also in financing rounds.
The Legal Protection of Startups
Unlike traditional companies, startups employ various incentives to motivate key employees, reward their loyalty, and retain control in the face of new investors. Thus, providing appropriate legal structures at each stage of a startup's growth is only part of the equation. It is equally essential to protect partner relationships, intangible assets, and internal power dynamics within the company.
Designing the legal framework for a startup necessitates specialized knowledge in commercial law as well as an understanding of startup operations. A reputable law firm should offer flexible and scalable solutions tailored to the unique needs of startups.
Mergers and Acquisitions
During the exit phase, most startup founders seek to maximize their investment and generate profits. This may involve introducing the company to listed markets or selling the project to other companies for substantial returns. However, mergers and acquisitions transactions are intricate processes. They require conducting due diligence, which, in turn, demands comprehensive knowledge of the sector, competitors, and market opportunities.
When hiring a startup lawyer in Barcelona, it is crucial to assess their experience not only in financing and corporate structuring but also in sales and market entry, including the BME Growth and direct stock market involvement.
The Data Protection Officer (DPO) is one of the key figures in the General Data Protection Regulation (GDPR) in Spain.
It is important for companies to understand the role of the DPO and, above all, in which cases they are obligated to designate one. It is also beneficial for foreign companies to know the advantages of appointing a DPO in Spain.
Who is the Data Protection Officer (DPO)?
The DPO, or Data Protection Officer, is a professional who assists the data controller, data processor, and supervisory authority. They are a legal advisor specialized in data protection who ensures the proper application of the GDPR.
It is mandatory to appoint a Data Protection Officer when:
What are the tasks of the Data Protection Officer?
The DPO provides assistance to the company in conducting impact assessments. These assessments aim to identify risks early on and implement preventive measures. They should be carried out whenever data processing activities pose risks to the rights and freedoms of individuals.
These professionals must be involved in all matters relating to the protection of personal data. They should have access to the necessary information and tools to perform their duties.
The DPO's functions must be exercised independently, so the data controller and data processor must ensure that the DPO does not receive instructions regarding the performance of their tasks. Naturally, this level of autonomy subjects the DPO to a strict regime of confidentiality.
Basic functions of the DPO According to the GDPR, the basic functions of the DPO include:
What requirements must a DPO fulfill?
The General Data Protection Regulation emphasizes that the DPO must be capable of carrying out their functions independently. This does not prohibit them from being an employee of the company itself, but it emphasizes the necessary autonomy that should characterize this role in order to provide services correctly.
The contact details of the Data Protection Officer must be made public. It is important to provide these details when obtaining data directly from the data subject or from third parties. They should also be recorded in the records of processing activities and in communications of security breaches.
The appointment of the DPO is based on their professional qualities and specialized knowledge of data protection law and practices.
The appointment of the DPO When appointing a Data Protection Officer, corporate groups can choose a single professional as long as they are easily accessible from each establishment. Therefore, it is important for foreign companies to have DPOs in Spain who can work for all the company's branches, subsidiaries, or offices in the country.
Why should I appoint a DPO in Spain if my company is foreign?
As mentioned earlier, the GDPR rewards the accessibility of the Data Protection Officer. This allows them to provide their services to different entities under the same parent company.
In addition, most of the DPO's tasks require cooperation with the supervisory authority (in our case, the AEPD). Therefore, it is beneficial for these professionals to be familiar with the organizational structure, procedures, and administrative practices of the authority.
It is also advantageous for the DPO to be fluent in Spanish, as they will not only have to interact with the AEPD but also with all stakeholders of the company.
Lastly, training and awareness tasks require knowledge of the local culture. Specifically, Spanish companies tend to overlook data protection (although this trend is decreasing). This means that the DPO must effectively convey the importance of respecting what is ultimately a fundamental right for European Union citizens.
How do I choose my Data Protection Officer?
Since a professional criterion must be followed when appointing a DPO, it is common to select a lawyer specialized in data protection. Their deep understanding of the regulatory framework at the community level will provide the company with the necessary legal certainty in this matter.
However, it should be noted that there are different ways to incorporate legal professionals or teams into the company. Traditionally, the creation of in-house teams has been chosen, which has proven to be extremely rigid at times.
At Attolon, as an ALSP (Alternative Legal Service Provider), we are proposing a new way of working in the legal sector. We are a legal outsourcing company (legal staffing) that has specialized lawyers in various areas of law and can create ad hoc teams that perfectly meet our clients' needs.
If you need a Data Protection Officer or DPO in Spain, we recommend that you contact us. We will explain how legal staffing can help you achieve a more specialized and technical service with a reduced, streamlined, and transparent cost policy.
Before you can open a branch of your company or a subsidiary in Spain, you need to decide what legal form your business will take. There are several options available to foreign businesses, each with its own advantages and disadvantages.
In this article, we will outline some of the key legal considerations you need to be aware of before opening a branch of your company in this country. However, we strongly advise you seek professional counselling before doing it.
First of all, we have to make this clear: no, a branch and a subsidiary company are not the same. It is true that both of them are ways of setting up your business in Spain, but they are very distinct. Both, legally and logistically speaking. So, we will see the differences and try to find the perfect option for your case.
The branch office is a dependent establishment of you existing company, know as “parent company”. So, it will be a permanent installation with limited autonomy in the Spanish territory dependent from the main company. This means that the branch is not a legal entity itself and cannot take its own decisions. The parent company is always going to be responsible for everything and the branch do not have company responsibilities in Spain. So, this option does not have limited liability protection, but it is the easiest and cheapest way of establishing your business in this country.
The process starts in your company’s board of directors. You need to take the decision there and writing an authorization to open a branch in Spain. You will also need to name a representative, giving that person the authority through a power of attorney to make the constitution procedure.
The branch owner will need an identification number. After getting one, opening a bank account in Spain is needed. Once that is done, the next step is signing the public deed before the notary. All the documents required must be deposited at the Mercantile Registry. And, once you are given the Tax Identification Number (NIF), you have to register the company in the business census and notify the city hall.
This is the other main option you have to set up your business in Spain: establishing a subsidiary. This is a separate legal entity from your company abroad. This means it has all the company responsibilities required in Spain. But, this also means it has limited liability protection, so your personal assets will not be at risk. Nor the main company assets.
So, the subsidiary is owned by your foreign company, but it is a separate legal entity with limited liability.
Opening a subsidiary in Spain is not complicated, specially if you have the ideal lawyers by your side.
You will need to obtain a certification of your proposed company’s name from the Mercantile Register (it will prove the name is not already taken in the country). You also need to apply for an identification number and open a bank account in Spain. You will have to deposit a minimum of 3.000 euros as the initial capital for the subsidiary.
You will have to sign a declaration you are not laundering money or financing terrorism, execute a public deed of the constitution of the subsidiary before the notary and register the company in the Commercial Registry.
Before all of this, you will also have to write the company bylaws in accordance with the Spanish Law. And there are other forms you may need to fill in order to make your subsidiary a reality, depending on the case.
The answer for this question is: it depends on the specific case. As we said before, both options have advantages and disadvantages. You should take all of them into account and make a decision helped by your lawyer.
If the business is going to be really dependent on the parent company, it may be better to create a branch. Easier to control everything from the main company and cheaper to have, without any initial capital needed.
However, if you need a more autonomous office with liability responsibility, a subsidiary is the way to go. And it may have other additional benefits from operating as a company with legal status in the country.
We have the lawyers that have the answer of the question above. Which is the best option for your company? A branch or a subsidiary? We will study your case and give you the best advise for you to have a good experience expanding your company to Spain. We will make the process really easy, taking every step you need to settle you company in our country. Do not hesitate to contact us to make your Spanish branch or subsidiary a reality!
However, this progress has not come without its challenges. In this article, we will provide some advice to startups and venture capital investors in Spain, paying special attention to the tax system. We may say this is general advice, we will always recommend to seek personal advice for your specific project. We will be happy to assist you.
Starting a project in a new country can be very challenging. But it will be definitely worst if you do not know where you are walking in. So, knowing as much as you can of how things work where you are planning to do business is a really important must. With this research, you can also find interesting gaps in the market you will be able to fill.
When you are starting something and you have to be creative and work really hard in order to make this happen, you need by your side people who believe in what you are doing. People who are passionate about the project, about what they do, about the role they are playing in the business. This way, they success of the company are going to be their success too and they will be happier working (and more productive too). It will also help you retaining the talent you have trained.
It is always important, but even more when you are starting your business abroad. Create a network as soon as you can. Talking to the right people can help your company jump to the next level easier than doing everything by yourself.
And we will also recommend you take risks. Let’s be honest: you are already taking risks by starting a business. So you already know what it takes to be successful in this scenario. If you would like to grow your company here, you will need to be ready to take risks.
Venture capital firms are catalysts for startup success. The tips we offer for your adventure are basically around “look beyond”. Look beyond the two main cities. Madrid and Barcelona have great opportunities, but there are other places that are worth exploring. And we would advise to look beyond traditional sectors as well. We are specialised in all-technology related ones, that are non-traditional sectors in this country.
It does change the tax regime, making it easier for startups and remote workers. It reduced tax rate of 15% for startups that are taxpayers of Corporate Tax and Income Tax of non-residents who obtain income through permanent establishment in Spain. This reduced tax rate will be applicable during the first tax period that the tax base is positive. If the company maintains the status of “emerging company” it can be applicable for the next three years too.
The Spanish tax regime is complex. There are several taxes you will be need to pay and each has its own specific rules (and exemptions too). The Spanish government also provides tax incentives to encourage investment and also to promote hiring young and disabled people. We, as your advisor, will help you navigate the system and minimize your tax liabilities.
One of the most significant challenges that startups in Spain face is obtaining funding, particularly venture capital investment. Under the Spanish tax system, dividends paid to shareholders are subject to withholding tax, which can discourage investors. To overcome this issue, startups can consider alternative methods of investment.
However, as we highlighted at the beginning, Spain is revising its tax system to align it with the international investments. This involves changes to tax laws related to digital services. Therefore, startups and venture capital investors keep up with all relevant laws that will help them minimize their tax liabilities.
In conclusion, with the right advice and support, it is possible to navigate the system successfully and benefit from the many tax incentives available. We will make sure every benefit available in Spain for your company will be applied.
We offer a new way of giving legal counselling, with the latest technology. And we do so in a flexible manner and without any unnecessary costs. With the professional legal guidance, startups and venture capital investors will reap the rewards of a thriving market.