Procedure for setting up a non-profit Association/Foundation in Spain
Updated: 6 days ago
Registering a non-profit association in Spain
To register a non-profit association in Spain, it must be created by at least three people and a form of declaration must be submitted to the Registry of Association.
The declaration form must be submitted with:
A notarized association formation minutes – which must include:
The legal names and citizenships of the creators of the association
The proposed name of the association, including any official abbreviation or acronym
The address of the association’s headquarters
The country of origin of the association
A declaration of the founders’ desire to form the association
The agreements created between the founders of the association
A declaration that the new association will reference to and incorporate the Articles of Association
Date and location of minutes signing
Appointment of staff for regional governing figures or counsels within the association framework
Important notes:
If the founders are legal persons, the acquisition of the formation agreement must be escorted with certification from relevant jurisdiction.
Certification of identity of the founders is a must if the association is created by natural persons (i.e non-legal), or individual spokespeople.
Articles of Association, must be notarized also.
A declaration of the motives and ventures of the association
A Spanish address of the association, as foreign associations must institute a branch within Spain
Requirements and supplemental forms for admission, withdrawal, and termination.
A measure to guarantee that the association practices democratic administration
A statement clarifying any reimbursement any members or associates may receive for their participation in the association.
Associations which country of origin is not Spain and has multiple branches or undertakes multiple projects in more than one sovereign state is subjected to register with the National Registry of Associations. If the association conducts profit-making projects, the association will also be subjected to registering with the Mercantile Registry, which operates registrations of all kinds and persons, whether natural or legal, that take part in commercial undertakings in Spain. (Neo, 2009)
Registering a non-profit foundation in Spain
Unlike non-profit associations, which can allow reimbursement for their members and founders, foundations are irreversibly dedicated to serving the general interest as 70% of the foundation’s annual income must be used for the benefit of the general interest by law under the Act 50/2002. (Lexidy Law Boutique, 2019) Foundations are also forbidden to undertake private projects, such as providing reimbursements to the foundation’s founders’ next of kins. The general interest in Spain varies from but not restricted to many causes such as: Social causes, Education, Culture, Sports, Healthcare, Development, Environmental causes, Scientific research and other projects which may benefit the public, hiring a team of specialists at a law firm to better explain what purposes a Spanish Foundation can have may be able to aid those who wish to set up a foundation in Spain (Lexidy Law Boutiques, 2019) To register a non-profit foundation in Spain, the Protectorate must approve the foundation’s motives, projects and the sufficiency of the foundation’s initial funding.
The requirements of setting up a foundation in Spain include:
A beginning asset of generally at least 30,000 euros, unlike an association where it is free to set up
A Founding document
A will (causa mortis) or a notary deed (inter vivos)
Legal name and address of founder(s)
The motive of the founder
The projects the foundation desires to undertake
An account of the assets of the foundation
Statutes
The structure of the foundation board
If the registration of a foundation is approved by the Protectorate, the foundation must then progress to the notary to implement the establishment of the foundation in Spain. The notary will then inaugurate the foundation and register it with the Ministry of Justice’s Foundations Registry. (Neo, 2009) Foundations which are already set up in a country that is not Spain and are wishing to branch out in Spain must establish an office in Spain and must apply and be issued authorization by the Spanish Register of Foundations. It is important to note that foreign foundations must undertake more projects besides fundraising as incorporation will not be possible if the sole purpose of the foreign foundation is to fundraise in Spain as it is forbidden by the regulations of the Spanish Civil Legislation. (Lexidy Law Boutique, 2019)
It is also important to note that there are certain obligations for foundations to consider to legally operate a foundation in Spain such as the requirements of having:
A minute book (Libro de Actas), a recording of all votes, rulings and ventures during meetings.
A membership book (Libro de Socios), a recording of all live members
An accounting book (Libro de Contabilidad)
These books, in certain circumstances, must be legalized at either the Mercantile Registry or at a public notary. Every donation acquired by a foundation must also be declared with the Treasury and no supplementary remittance is obligatory. (Lexidy Law Boutique, 2018)
Legislation regarding setting up a new non-profit association/foundation in Spain
Often the establishment of any organization in any country may be taxing as one must know the legal requirements and legislation that comes with setting up a new association or foundation, but company formation agents in Spain from law firms can aid those who wish to set up a new non-profit association or foundation in Spain as they can better explain Spanish legislations and legal requirements concerning the establishment of a new non-profit association or foundation.
The main rules of law that apply to Spanish foundations is the Constitution of Spain and the Foundation Act 50/2002 but there are also regional laws on the regulations of foundations such as in the regions of Navarra, Galicia and Cataluña. It is also important to note that the central government of Spain has full jurisdiction regarding the creation of regulations regarding taxation of foundations and associations in Spain. A team of consultants can be hired by foundation or association to provide a substantial amount of information and structure of the taxation system in Spain, concerning foundations and associations.
Taxes concerning foreign foundations is specified under the tax act and will be taxed following the statutes for permanent establishments, which means that taxes only apply on the income received through the permanent establishment, nevertheless, it will still be a non-profit organization meaning the foundation can acquire a set of tax deductions such as exemption from corporate income tax (Lexidy Law Boutique, 2019), but foundations in Spain that make a turnover of more than 2.4 Million euros annually or have more than 50 employees must undergo an annual external audit (Expatica, 2021) .
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Author: Charienne Layson
BA in Humanities: History and Politics
University College Dublin