Europe Desk · Bilbao
We set up your European company, most often in Spain or in Germany, and we do it from an office inside the European Union.
Jurisdiction chosen on where your customers and your logistics actually are, then incorporation, tax and VAT registration, banking and the first year of compliance.
Europe is not one jurisdiction. There is no European company registry, no single corporate law and no common minimum capital. Every member state does this differently, and the differences are large enough to change what your business costs to run.
This page covers Spain and Germany in detail, because those are the two we set up most often and know best. We also form companies in the Netherlands, Italy, France, Portugal, Ireland and Poland through our network, and we say so honestly when a jurisdiction is one we coordinate rather than one we live in.
The problem
Most Indian companies arrive having already decided to set up in Europe and not having decided where, which is the only part that is difficult to reverse.
The instinct is to pick the country with the biggest market, which is usually Germany, or the one where the first customer happens to be. Neither is a reason on its own.
What actually drives the decision is where your goods physically land and clear customs, where your buyers are concentrated, what language your team can operate in, how expensive it is to employ someone, and how difficult it will be to open a bank account as a foreign owned company. That last item defeats more European entries than tax rates ever have.
Once inside any member state you are inside the single market. A Spanish company sells into Germany without an import, a German company sells into Spain the same way, and one EU VAT registration serves cross border trade in goods within the union.
So the entity does not need to sit in your largest market. It needs to sit where it is cheapest and simplest to run, and close enough to the customers who need to see someone.
Side by side
The two jurisdictions we set up in most frequently. The Spanish Sociedad Limitada and the German GmbH are the equivalent vehicles: private limited companies with limited liability, and the standard choice for a foreign owned subsidiary.
| Point | Spain · Sociedad Limitada | Germany · GmbH |
|---|---|---|
| Minimum share capital | One euro since the 2022 reform, with a condition attached. | Twenty five thousand euro, of which at least half must be paid in before the company can be registered. |
| The conditionOn low capital | Below three thousand euro, a fifth of annual profit goes to a reserve until capital and reserve together reach three thousand, and shareholders remain liable for the shortfall on liquidation. | None. The capital requirement is the condition, and it is real money that must be in a German bank account before registration. |
| The lighter alternative | Not needed. The SL is already light. | The UG, a mini GmbH that can be formed with nominal capital but must retain a quarter of profits until it reaches twenty five thousand and can convert. |
| Formation instrument | Public deed executed before a Spanish notary. | Notarial deed executed before a German notary. Not optional and not remote in most cases. |
| Registry | Registro Mercantil of the province. | Handelsregister at the competent local court. |
| Foreign shareholder or director | Needs a Spanish foreigner identification number, obtained in person or through a consulate or a power of attorney. This is the usual bottleneck. | No equivalent identification number, but notarised and apostilled corporate documents and identification are required for every party. |
| Bank account | Can usually be opened after incorporation, which removes it from the critical path. | Must be opened and the capital deposited before registration, and opening an account for a foreign owned company is frequently the slowest step in the process. |
| Tax registration | Tax identification number and census registration with the tax agency. | Tax number from the local tax office, following a questionnaire that takes time to be processed. |
| EU VAT for cross border trade | A separate registration on the register of intra community operators, which is scrutinised and is not automatic for a new company. | A separate VAT identification number issued centrally, generally more straightforward than the Spanish equivalent. |
| Realistic timelineFor a foreign parent | Three to six weeks, driven by the identification number and apostilled documents rather than by the filing. | Four to ten weeks, driven by the notary appointment and, more often, by the bank account. |
| Corporate taxationIndicative only | A general corporate rate, with a reduced rate available to newly created companies in their first profitable years. | Corporate income tax plus a solidarity surcharge plus a municipal trade tax, so the effective rate depends on the town you register in and is materially higher than Spain. |
| Annual obligations | Annual accounts filed with the registry, corporate tax return, periodic VAT returns, and payroll filings where you employ. | Annual financial statements published, corporate and trade tax returns, VAT returns, payroll filings, and beneficial ownership recorded in the transparency register. |
| Where it suits | Southern European and Latin American facing trade, agri and food, lower running costs, and companies wanting a light entity to establish presence quickly. | Industrial and engineering customers, automotive and machinery supply chains, and businesses whose buyers expect a German counterparty. |
Capital thresholds, tax rates and procedural requirements change, and the German trade tax varies by municipality. This is a working comparison rather than advice, and we confirm the current position for your situation before anything is filed.
What we deliver
Coordinated from Bilbao, with local notaries and tax advisers in each jurisdiction, so you deal with one team rather than assembling one.
A written comparison of the two or three countries genuinely in contention for your business, on customs and logistics, customers, employment cost, banking difficulty, running cost and tax, with a recommendation rather than a menu.
Foreigner identification numbers where the jurisdiction requires them, powers of attorney, and the notarisation and apostille of your Indian parent company documents in the form the receiving country will accept.
Name reservation, articles drafted for your business rather than a template, execution before the notary, and registration in the commercial register.
Corporate tax registration, domestic VAT, and the separate intra community VAT registration that cross border trade within the EU actually requires.
Corporate bank account opening, which in Germany is the item to start first, and an EORI number where you will be importing goods into the union.
A registered address, statutory books, and the company secretarial and filing work that keeps the entity in good standing in its first years.
Bookkeeping to local standards, annual accounts, tax and VAT returns, and payroll with the social security registrations that employing in either country triggers.
The Netherlands, Italy, France, Portugal, Ireland and Poland through our network. We tell you which countries we run directly and which we coordinate, before you instruct us.
How it runs
The critical path is almost never the incorporation. In Spain it is the identification numbers, in Germany it is the bank account, and both can be started before anything else.
Where your goods land, where your buyers are, what you will employ and in what language. Ends with a written recommendation and a cost comparison over three years.
Parent company documents notarised and apostilled in India, powers of attorney prepared, and identification numbers applied for in parallel rather than in sequence.
Name reserved, articles drafted, deed executed before the notary, and the company entered on the commercial register.
Tax number, domestic VAT, intra community VAT registration, EORI where goods are involved, and the corporate bank account.
Bookkeeping, filings and payroll set up and handed over as a calendar, so the first year does not accumulate the problems that show up in year two.
What we need from you
What follows
Common questions
General guidance rather than advice on a particular matter. Requirements and timelines change, and sector rules vary.
If your customers are industrial, in automotive, machinery or engineering supply chains, and they expect to deal with a German entity, set up in Germany and accept the higher cost and the slower start.
For almost everything else, and particularly for food, agricultural products, consumer goods and services, Spain is faster to establish, materially cheaper to run, and gives you the same access to the single market. From Spain you sell into Germany without an import.
You can export without one, and many Indian companies do for years. An entity becomes worth it when you need to hold stock in Europe, invoice customers locally in euro, employ someone, register a product in your own name, or when buyers start asking for a European counterparty they can contract with and sue.
If none of those apply yet, we will tell you to wait rather than sell you a company.
The UG is a German entrepreneurial company with limited liability. It can be formed with nominal capital rather than twenty five thousand euro, and it must retain a quarter of its annual profit until it reaches that figure, at which point it can convert to a GmbH.
It solves a cash problem and creates a credibility one. German customers and banks know exactly what a UG signals, and for a subsidiary of an established Indian company it usually looks worse than it saves.
In Germany it is the single most common reason a formation stalls, because the capital must sit in a German account before the company can be registered, and banks apply substantial diligence to a foreign owned entity with no local track record.
In Spain the account is usually opened after incorporation, which takes it off the critical path. This alone is a reason a number of our clients choose Spain.
It is the Spanish foreigner identification number, required for non residents who will be shareholders, directors or signatories of a Spanish company. It is obtained in person in Spain, at a Spanish consulate, or through a representative acting under a power of attorney.
It is not difficult and it is frequently the thing that adds three weeks, because nobody starts it early enough.
Legally, largely yes. Neither Spain nor Germany requires a resident director in the way India does. Practically, an entity with no presence at all struggles with banking, with customers and with tax authorities, all of whom want somebody to talk to.
This is why our European clients often combine the entity with a representation retainer rather than hiring immediately.
Usually once, or not at all. Both countries permit incorporation through a power of attorney, so signature before the notary can be done by a representative. Some German banks insist on meeting a director, which is the exception that most often requires a trip.
Yes. We regularly work into the Netherlands, Italy, France, Portugal, Ireland and Poland, and we can form entities there through our network of local notaries and advisers.
We are explicit about the difference. Spain and Germany we run directly, from an office inside the EU. Other jurisdictions we coordinate, which works well but is a different level of proximity, and you should know which one you are buying.
European incorporation is executed by qualified local notaries and, where needed, local lawyers and tax advisers in the country of formation. That is a legal requirement, not a choice.
What we do is choose the jurisdiction, prepare and coordinate everything, manage the process from Bilbao, and remain your single point of contact so you are not managing three professionals in a language you do not speak.
Related
The commercial plan the entity sits inside, and the buyers it will invoice.
Read more →A European address, voice and presence while the entity is young.
Read more →CE marking, product conformity and the reporting European buyers now ask for.
Read more →Finding and qualifying the counterparties before you commit to a country.
Read more →Write to us
That, plus whether you intend to hold stock or employ anyone in Europe, is usually enough for us to recommend a country and tell you what the setup will realistically take and cost.
We answer from New Delhi and from Bilbao, so European clients are not waiting a day for a reply.
Onesto Management Consultancy
Bilbao, Spain and New Delhi, India