How do I determine if I’m a nonresident for tax purposes?

Assuming you don’t have Spanish citizenship, you’re a resident if either:

  • You’re physically present in Spain for more than 183 days (including sporadic absences).
  • The main base of your professional activities or economic interests are in Spain.

Note if you are Spanish resident you should pay taxes for you income coming from everywhere. If you are non resident you have to pay taxes in your country for your income coming from Spain. The most common is to have a property in Spain and rent it out.

PROPERTY TAXES

Our property tax filing service for nonresidents includes:

  • Preparing and filing nonresident taxes.
  • Receiving all notifications from the tax authorities on behalf of your properties. We will process these notifications and contact you immediately regarding any requests made by the tax authorities.

Articles:

FAQs:

What land can I build on?

Spanish legislation classifies land as one of three types: suelo urbano, suelo urbanizable, and suelo rústico. This classification is listed in the Planes Generales de Ordenación Urbanística de cada ciudad. The possibilities of construction on each is very different.

Suelo Urbano Land of this type has connections to the public networks of potable water, sewage, electricity, etc. The conditions regarding what type of construction can be done on this type of land depends on the regulations for each sector of the city.

Suelo Urbanizable This land has the possibility of being reclassified as suelo urbano. For that to happen, a Plan Parcial must first be approved, followed by the approval and execution of a Proyecto de Urbanización.

Suelo Rústico Land of this type may not be reclassified as suelo urbano. Construction is very restricted; normally only buildings relating to agriculture and livestock are permitted. A subclass called Suelo Especialmente Protegido, such as Natural Parks, has even more restrictive conditions.

What is a nota simple?

A nota simple is a report from the Property Registry that describes the property. Information about the property usually includes:

  • whether the property has debts, usually for mortgages or unpaid taxes.
  • the current owner
  • the boundaries
  • the total square meters of the land, and of the house if there is one.
  • how the land has been classified: rústico, urbano, or urbanizable.
  • the rights that others may have on the property, such as public paths/roads, water or sewage lines.

In Spain, debts may be tied to a property rather than to the owner of the property. When the owner goes to sell this property, these debts are apparent to the prospective buyer.

See a sample

The seller wants the declared price to be less than what I’m actually going to pay. Should I do this?

And the broker tells you this is common practice, right? In truth, it’s a known practice, but not so common. What is happening is that the seller wants to declare lower capital gains so they can pay less taxes. The problem for you as the buyer is that when you go to sell the property down the road, you will then have to pay more capital gains (unless you also find a buyer willing to make this deal). You will pay in taxes all that the current seller didn’t pay. So why would anybody accept this? It’s because some people in Spain have a sizeable amount of money tucked under their pillow that they never declared as earnings to the tax office. Giving this money as cash to the seller effectively launders it. If this is not the case with you, then don’t make a deal with the seller. In fact, this should be made clear in the pre-agreement, so the seller doesn’t try to force in this provision a week before the closing.

What are the pitfalls in buying a property in Spain?

  • The property is not registered, most likely because it was illegally built. Many unregistered properties are being sold to foreigners, since foreigners are less likely to check the registration. If you find a bargain, chances are it’s not registered. Solution: Get a registry listing (nota simple).
  • Too many brokers are involved. We once had to speak to seven brokers to find out the actual facts about a house. Besides communication difficulties, each broker may be getting their percentage. Solution: Ask the broker for their contract with the owner.

BUSINESS & CORPORATE

Corporate & Finance

Having a strong partner on your side means knowing your needs will be most effectively serviced throughout your corporate transaction. It means knowing that you are protected, that your counsel has done the requisite due diligence, and that you are getting the best possible deal. At our firm, we partner with individuals and the businesses they run to help service all of their corporate and transactional legal needs on a local, national and international scale.

Knowing that each business and each situation is different, we tailor our approach to your company’s unique needs. Our status as a boutique law firm allows us to partner with and service our clients in this manner. We choose transactions and business matters selectively and provide our clients with a level of personal service not often found at larger law firms. We enjoy servicing the corporate needs of businesses of all sizes and in all industries-from start-up companies just forming a business plan to larger, established businesses undergoing growing pains. We regularly act as an outside counsel for corporate clients, working with their in-house counsel to address all of their legal needs. The firm is a leader among area law firms and specializes in start-ups, contracts, licensing, employment agreements, government contracts, mergers & acquisitions, franchising, and private securities.

More detailed information about our Corporate & Finance practice is available on pages in this website dedicated to specific practice areas, the links to which are found in the menu on the left. This page provides a general overview of legal information relevant to businesses.

Business and Commercial Law – An Overview

Business law and commercial law are broad legal topics that encompass general corporate law, commerce, finance, consumer transactions, and the formation, management and corporate compliance of business entities. Some of the more important areas of commercial law include sales, secured transactions (UCC), negotiable instruments, capital, and debtor and creditor law. Business law overlaps with commercial law, but also includes the formation and management of business entities.

Formation and Management of Business Entities

The proper formation, corporate compliance, and management of business entities are important areas of business law, and are critical to the success and protection of a company and its owners. There are a variety of common business organization forms. However, most businesses are well served by a variation of one of the four major organizational forms. These major forms include: (1) the sole proprietorship, (2) the partnership, (3) the limited liability company, and (4) the corporation. Each form has its specific advantages and pitfalls. A core focus on liability and tax implications should guide a new business owner in his or her selection. We regularly assist start-up companies determine which entity form will best meet their needs.

For extremely detailed information about the various types of entities and issues involved in selecting the correct one, visit our Entity Selection Guide page. Or, you can download a PDF version of our Entity Selection Guide by clicking here.

Franchises

We also help our clients with matters related to franchises, and we provide detailed information on the services we provide on our franchises page. As seasoned intellectual property attorneys, we know that the true value of a franchise is often in the brand identity. We help our clients maintain this brand identity through copyright and trademark. We also serve as counsel for them in franchisee relations, in the drafting and review of franchise documents, and in franchise-related any related litigation.

Government Contracts

Our firm has a substantial Government Contracts practice, representing primes and subcontractors in almost every industry. From the single owner subcontractor to large prime contractors, our firm has the experience, expertise and resources to protect our clients’ interests in the government contracting space. For more information, please review our Government Contracts page, or simply contact us for more details.

General Business Support

At Solicitor Valencia , we assist our clients with a wide range of matters to help keep their businesses protected and make them successful. We often assist clients with stockholder buy-sell agreements, operating agreements and partnership documents. We draft employment and independent contractor agreements, as well as noncompete agreements for business owners and their employees. We also negotiate such contracts on behalf of the employee or contractor. We also advise on matters of dissolution of corporate entities, mergers & acquisitions and a wide variety of general corporate matters for businesses ranging in size and maturity to privately-held start-ups to publicly traded companies.

Our client portfolio includes a national sports league, software development and biotechnology companies, and an international manufacturer and distributor of allergy assessment technology. We are a leader in handling private equity investment transactions, purchases and sales of businesses, and many other standard and unique business transactions. We work very hard to accommodate our clients’ needs on their schedule.

INTELLECTUAL PROPERTY

Your ideas can be the key to business success. Whether you have created an invention that should be patented, designed a corporate logo, or want to protect a trade secret, our corporate transaction lawyers can guide you through the right procedures. We offer intellectual property portfolio management, trademark filing and monitoring and a number of IP protection and prosecution services.

For more information, please see our Intellectual Property page.

The Sale , Lease, and Distribution of Goods

Contracts for the sale, lease, and/or distribution of goods are primarily governed by state law. However, most provinces have adopted the Uniform Commercial Code («UCC») with regard to these topics. Our solicitors have a tremendous amount of experience with the UCC can help you with your questions.

Secured Transactions and Negotiable Instruments

Secured transactions and negotiable instruments are two important areas of commercial and business law. In a secured transaction a borrower agrees that the lender may take collateral owned by the borrower should the borrower default on a loan. It is a way to secure a loan. A negotiable instrument is a writing that promises the payment of a fixed amount of money. Both of these areas are essential to modern business loans and everyday transactions. Solicitor Valencia has the experience and expertise to efficiently assist your business with your secured transaction.

Debtor and Creditor Laws

Credit allows people to obtain working capital in exchange for promise to pay in the future. Credit is vital to our commerce system and is used every day by businesses and consumers. An understanding of the law governing credit is vital to protect your business and personal interests, whether you are the creditor, a business owner, an entrepreneur, or a lending agency. Solicitor Valencia corporate lawyers regularly work with our bankruptcy attorneys to address the needs and answer the questions of our clients regarding the pros, cons and implications in obtaining financing, or providing financing to a business as an investor or lender.

Some of our solicitors have been previously Bank trustees and we can get you a loan form Spanish Banks under request.

Call today and schedule a consultation with one of our corporate attorneys to explore how our firm can help meet your business needs.

For more information about business and commercial law, or to set up a consultation with one of our lawyers, please contact us. All legal consultations are strictly confidential under lawyer-client privilege.

 

FRANCHISING

Solicitor Valencia  has a robust Franchise & Distribution practice, representing the business, real estate and intellectual property needs of franchisors and franchisees in many industries. Franchising, for both franchisors and franchisees, can be one of the most efficient and effective ways to achieve your porpuse. However, the decision to franchise a business—or to purchase a franchise—should not be made lightly. It is a fundamental shift in the type of business you are probably used to undertaking. For new franchisees, buying a franchise certainly can be filled with risks.

Understand the commitment you are undertaking and your rights and obligations as a franchisor or franchisee. [Contact an experienced franchise lawyer] at  Solicitor Valencia today to discuss your plans for owning your own franchise, or for franchising your business. The firm’s understanding of both sides of the franchising dynamic is different than most franchise law firms and has proven invaluable to franchisors and franchisees alike. Solicitor Valencia extensive experience working with both allows the firm to see, plan, and take next steps based upon a broader understanding of franchise systems.

Importantly, Solicitor Valencia franchise clients also benefit from the firm’s extensive business, intellectual property, and real estate experience.

FOR FRANCHISORS

Making the Decision to Franchise Your Business
The decision to franchise your business is not easy and it’s not for everyone. It will entail a huge shift in the nature of your day to day business. How do you know if it’s right for your business? At our firm, we help business owners understand various methods of business expansion and make informed choices when deciding to start a franchise.

We develop the legal documents for compliance with federal and state regulations and work with you as you expand your business.  Solicitor Valencia   prepares franchise offering circulars to comply with applicable federal, state, and international regulatory requirements and registers the offering with regulatory authorities. We also have substantial experience in drafting agreements and related documents for unit franchises, area development, subfranchises, area representation, franchise brokerage, international joint venture or master franchises, in assisting clients with ongoing compliance, including amendment and renewal of registration, transfer and termination, and in structuring in-house compliance programs.

Alternative Distribution Methods
Not all businesses are suited to franchising, and our lawyers are experienced in counseling clients on the legal ramifications of alternative distribution systems such as distributors, dealers, licensees, and lessees. Many distribution relationships are structured to minimize the risk that the system could be classified as a franchise. We advise clients involved in these alternative distribution systems on other legal issues of concern, including industry-specific licensing and dealer protection statutes.

Trademarks and Copyrights
Our Intellectual Property Law Group works with our Franchise & Distribution attorneys to advise the firm’s franchise clients on trademark availability, registration of trademarks, trade secret protection, copyrighting proprietary material, software protection, and methods of enforcement against infringement.

Dispute Resolution
When necessary,  Solicitor Valencia will work with its franchisor clients in franchise-related dispute resolution. This work includes points of contention related to area development, renewal and non-compete agreements, breach of contract, fraud, advertising/marketing funds misuse, and exclusivity encroachment between franchisees. As a result of its extensive experience representing both franchisors and franchisees, the firm can counsel its franchisor clients more effectively.

FOR FRANCHISEES

Buying a Franchise
Buying a franchise is a significant investment. Whether this is your first foray into franchising, or you have purchased a franchise before, it is important to understand the nature of franchising and the details of the business you are buying. The success or failure of a franchise often comes down to the information found in the franchise documents. Do not risk your investment by signing them without an attorney’s review.

Regardless of whether you intend to be a single unit or a multi-unit operator, Solicitor Valencia will work with you and provide valuable legal counsel in connection with the formation of operating business entities; acquiring and selling franchises; reviewing franchisor disclosures, lease negotiation, and more.

Dispute Resolution

Solicitor Valencia  brings a unique perspective to franchise dispute resolution issues for its franchisee clients. Because of its experience in representing franchisors, the firm can anticipate the opposing party’s moves and thus can counsel its clients accordingly. When appropriate, the firm seeks resolution through arbitration or mediation rather than pursuing litigation.

GENERAL BUSINESS LAW

Business Solicitors in General

A “business attorney» or «business lawyer» generally refers to a lawyer who represents business entities of all types including corporations, LLCs, general partnerships, limited partnerships, sole proprietorships, associations, organizations and joint ventures. Usually business lawyers also represent individuals who act in a business capacity (such as owners, proprietors, principals, managers, partners, directors, officers, controlling shareholders, entrepreneurs). Some business lawyers also represent other individuals in their dealings with business entities (e.g. contractors, subcontractors, consultants, minority shareholders, employees). At Solicitor Valencia, when we refer to a «business lawyer» we think of all three of the above. We represent owners, entrepreneurs, companies, and individuals in a business capacity and other individuals who have relationships with business entities. Note: The terms «corporate attorney» or «corporate lawyer» can refer to a business lawyer, or a business solicitor who primarily works for corporations.

More Than Creating Documents

If you are a business owner and you are concerned with the legal protection of your business and your personal assets, the answer is yes. Much more than simply filing Articles of Incorporation or Articles of Organization, obtaining tax ID numbers and creating a shareholder or membership agreement, a business lawyer can advise you of the applicable laws and help you comply with them. A business lawyer can help steer you away from future disputes and lawsuits. A business lawyer can help protect your tangible and intangible assets. A business lawyer can help you negotiate more favorable business transactions. Having a business lawyer can project positively on your business. Further, an established relationship with a business lawyer can be invaluable when you need to turn to someone who knows your business for quick legal guidance. Unlike some larger firms, we value our role as a business attorney and counsel to start-ups and small businesses. We realize that many small businesses have genuine concerns about lawyers running up large tabs for unwanted, unnecessary or questionable work. We are sensitive to that concern and actively work with you to control legal costs. We believe it is in both our interests to discuss the scope of work and the costs involved before we provide any legal services. We can provide estimates or fixed pricing plans so that your company has greater cost certainty.

When to hire a business lawyer?

You should seek a business lawyer if you or your company are . . .

• Organizing a new business. It has been my experience that those who rely on do-it-yourself incorporation kits to save a few bucks overlook and fail to understand the application of the various laws that a business entity must observe and the fix can often be many more times than the initial cost that would be spent in hiring an attorney to organize the business. If you form a corporation or a limited liability company (LLC), you must make sure that you properly capitalize the company, observe legal formalities and properly execute documents and agreements. Otherwise the liability protection offered by the corporation or LLC could be lifted and you can be held personally liable for claims against the corporation or LLC. This is often referred to as «piercing the corporate veil.» A company must also ensure that it complies with certain legal requirements or it may become suspended. If you   search companies, you will find a surprising number of suspended companies. If your company enters into agreements as a suspended company, the agreements are voidable (which can allow the other parties to simply void the agreement, at their option). We can help you decide on the type of business entity that is best suited for your company. We can also prepare and file the organizational documents for the business (articles of incorporation or organization; bylaws, partnership or operating agreements; incorporator / organizational certificates, minutes of initial board of directors or managers meeting; minutes of initial shareholder’s meeting). We can also provide information about business licenses and assist you in obtaining tax IDs. We can also issue share certificates, with proper legends. Since our attorneys are very experienced with this process, we can do so at a very reasonable cost.

• Hiring your first employees. Many employee disputes and lawsuits occur because companies fail to clearly define the employment relationship with the employee from the outset. Companies that fail to have employees sign invention assignment and non disclosure agreements risk future claims on its intellectual property. Companies that accept money from employees without proper documentation risk future ownership claims. Companies who fail to pay wages on a timely basis or breach applicable employment laws are subject to serious consequences. We can prepare employment agreements, invention assignment agreements, and non-disclosure agreements. We can advise you with respect to common traps that lead to expensive employee disputes regarding intellectual property ownership and equity ownership. We can also help you in the event of a later employee termination.

• Offering or issuing stock, options, warrants or convertible notes. The offer and issuance of stock, options, warrants, convertible notes and other types of securities are heavily regulated by both state and federal securities laws. The registration of stock and security offerings and preparation of the disclosure documents can be a timely and expensive proposition. Legal compliance is complex and the consequences can be severe. The company and its directors, officers and advisors may be held liable for losses incurred by the shareholders or security holders if securities laws are violated. Even worse, those who violate certain anti-fraud statutes can be subject to criminal penalties. We can advise you as to the applicable securities laws. We can typically structure the offering so that the Company can qualify for an exemption to registration. We also can help prepare or review the disclosure documents that accompany the offering.

• Planning to create and develop new products and services. It is important to protect the ownership of all of the company’s creative work and intellectual property including inventions, patents, trade secrets, trademarks and copyrights. We can help you take steps to protect your creative works and, in the case of patents and inventions, we can assist you in securing a competent patent lawyer.

• Launching new products and services to your customers or clients. When you sell a product or render services, you are in a position to set or initiate the terms of the underlying contract. Surprisingly, companies do not always take advantage of this fact. We can prepare product, sales, service or service level agreements that you can present to your customers or clients. We can draft these agreements to address your specific products and services and with language that best protects your interests.

• Entering into third party prepared contracts. Leases, supplier agreements, distribution agreements and other contracts drafted by third parties are often one sided in the other party’s favor (e.g. escape clauses, disclaimers, penalties, provisions shifting liability to you). We can review your third party contracts, look for problem areas and prepare appropriate contractual amendments or addendums.

• Seeking to resolve internal disputes. Disputes among co-owners, partners, shareholders, directors, officers and key employees can tear a company apart, if left unresolved. We can advise you regarding your legal options and suggest practical ways to help resolve disputes and differences within the company. We can help communicate (and if necessary, negotiate or mediate) an acceptable resolution.

• Acquiring another business. Acquiring a business entails a morass of business, tax and legal issues. We can help structure an acquisition in the most suitable manner, conduct due diligence on the business to look for unforeseen liabilities and risks, negotiate the terms of and document the transaction. We can provide assistance in securing key personnel, valuable intellectual property and the assignment of the acquired business’s contracts. We will also help you comply with all the regulatory and contractual requirements necessary to close the transaction including the preparation of a legal opinion.

• Selling your company. Selling a company entails a morass of business, tax and legal issues and affects shareholders, employees and customers. We can advise you on your duties to your shareholders, employees and customers and can help you structure the transaction and negotiate terms most favorable to you. We can also provide advice with respect to tax consequences, restricted stock transferability, earn-out provisions, employee contracts and non-compete provisions. We will also help you comply with all the regulatory and contractual requirements necessary to close the transaction including the preparation of a legal opinion.

• Seeking to continue the business upon the departure of a key person. In small businesses, the loss of a key person can be devastating. Death, disability, illness, retirement, voluntary departure or involuntary termination can lead to the sudden departure of a key person. Without a succession plan in place, the company’s own survival may be in jeopardy. We can help advise you as to how best to address these contingencies. We can prepare a buy sell agreement, a shareholders agreement or an employment agreement to address your specific concerns.

Should you want to buy a limited company already set we can get one for you on request so you can operate the same day you buy as you buy it with the Tax number ( CIF)

If you or your company could utilize the services of a business lawyer or corporate solicitor, please contact us to set up a consultation by dialing (+34) 963325959