Why Choose a Partnership in Spain?
Spain allows two or more individuals or entities to carry out business through various partnership models. This business structure is ideal for professionals, small teams, or co-investors seeking shared control and responsibility.
✔️ Easy to form
✔️ Flexible profit distribution
✔️ Tax transparency (in some cases)
✔️ Ideal for law firms, consultants, creatives, and small businesses
🏛️ Types of Partnerships in Spain
| Type of Partnership | Spanish Name | Key Features |
|---|---|---|
| General Partnership | Sociedad Colectiva | Partners are jointly and personally liable |
| Limited Partnership | Sociedad Comanditaria | At least one general partner and one limited partner |
| Professional Partnership | Sociedad Profesional | Used by licensed professionals (e.g., lawyers, doctors) |
| Community of Property | Comunidad de Bienes | Informal option; no legal entity status |
🔍 Most foreign entrepreneurs choose Sociedad Colectiva or Comunidad de Bienes for simplicity.
đź“ť How to Set Up a Partnership in Spain: Step-by-Step
1. Define the Partnership Agreement
The partnership contract must outline:
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Partner names and roles
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Profit/loss distribution
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Capital contributions
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Management structure
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Exit clauses and dissolution process
đź“‘ This contract must be signed before a notary for registration.
2. Register the Business
You must register with:
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Tax Agency (AEAT) — to obtain the NIF (tax number)
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Social Security — if hiring employees
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Local Town Hall (Ayuntamiento) — for opening license (licencia de apertura), if operating physically
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Mercantile Registry — only for certain formal partnerships
3. Obtain a Digital Certificate
A digital certificate (certificado digital) is needed to manage tax filings and other official communications online.
đź’¶ Taxation for Partnerships in Spain
| Type | Tax Treatment | Notes |
|---|---|---|
| General Partnership | Income taxed at the partner level (IRPF) | Profits are distributed and taxed per partner’s share |
| Limited Partnership | Similar to general partnership; general partner assumes liability | |
| Sociedad Profesional | Often taxed as a company (Corporate Tax at 25%) | Requires special licenses |
🧾 Quarterly VAT, income tax declarations, and annual accounts are typically required.
⚖️ Legal & Liability Considerations
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General partners are personally liable for the debts of the business
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Limited partners are only liable up to the amount of their investment
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Partners share management authority unless otherwise agreed
đź“Ś A properly drafted partnership agreement is critical for avoiding disputes.
🌍 Can Foreigners Set Up a Partnership in Spain?
Yes, foreigners can be partners in Spanish entities. You’ll need:
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A NIE (NĂşmero de Identidad de Extranjero)
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Local tax registration (NIF) for the partnership
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A Spanish bank account
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Spanish registered address
Borderless Lawyers can handle the entire setup process remotely.
🔧 Our Services Include:
âś… Drafting partnership agreements
âś… NIE/NIF acquisition
âś… Business registration with AEAT & Social Security
âś… Digital certificate assistance
âś… Ongoing legal and tax compliance
âś… Dissolution and restructuring if needed
đź’¬ Real Case Example
Two Dutch consultants launched a Comunidad de Bienes to offer digital marketing services in Spain. We drafted the contract, registered them with the AEAT, and provided a scalable tax solution. They’ve since expanded their team and switched to an S.L. for liability protection.
📢 Start Your Partnership in Spain with Legal Confidence
At Borderless Lawyers, we specialize in helping international partners structure and launch businesses in Spain. Whether you’re launching a small venture or a professional firm, we’ll ensure your partnership is set up correctly from day one.