FAQ's Frequently Asked Questions
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Frequently Asked Questions
Buying or incorporating a company?
Either of the two options are viable and satisfy the needs of any entrepreneur, since the final product is totally adapted to the client.
However, there are some aspects that should be taken into account. Despite the existence of companies whose creation is quite fast, the incorporation of a traditional company without limitations takes approximately 6 weeks, in which the paid-up share capital is not available to meet the first expenses incurred, including those of the incorporation itself.
Another aspect to be taken into account is the publicity of the partners forming the capital stock. On some occasions, for commercial reasons, or for private interests, it is totally inadvisable for any person consulting the Commercial Registry to have access to the personal data of the partners that make up the shareholding of a company.
This can be completely avoided with the purchase of a company, since the transfer of shares is not recorded in the Commercial Register, and only the data of the founding partners and the representative of the company, i.e., the Administrators and General Agents, are recorded as public.
Finally, the speed at the time of working is perhaps the most outstanding difference, while when incorporating a company it cannot start its activity until the registration procedure and the communication to the Tax Agency have been carried out, in the case of the purchase of a company the start of the activity is immediate because it is only necessary to communicate the census modifications telematically, since the company already has Full Legal Personality. The difference is clear, either the company and its activity are literally at a standstill for 6 weeks, or we start working from minute zero.
What guarantee does the service offer?
The purchase of a company is an important step and it is normal to have doubts about the guarantee of the product and the process. Over the years GTS has been creating what we call the TRIPLE GUARANTEE:
1.- Our companies are always constituted and managed by the staff of the GTS core team, so we can guarantee that none of them is part of any registry that could negatively affect the subsequent activity of the transferred company.
2.- In the deed of purchase of participations or shares, it is stated that the participation as an asset is free of charges, encumbrances, pledges or any other condition.
3.- The Administrator certifies that the company itself, as a legal entity, has been constituted solely for its subsequent transfer and that in no case have powers of attorney of any kind been granted, nor have workers, etc. been hired. Thus guaranteeing the total inactivity of the company and certifying the closed Balance Sheet as of the date of signature so that the buyer has the total guarantee of the non-existence of any type of enforceable liability.
AND THEN WHAT?
GTS, in its eagerness to provide service, does not end its commitment to the client once the deeds have already been registered.
If you need our help to account for the contribution and withdrawal of capital stock, or to carry out the procedures to register the Administrator with the Social Security and the new contribution account, or to make the necessary communications to the Tax Agency, we have an after-sales service that will advise and guide you through the whole process.
1.- Our companies are always constituted and managed by the staff of the GTS core team, so we can guarantee that none of them is part of any registry that could negatively affect the subsequent activity of the transferred company.
2.- In the deed of purchase of participations or shares, it is stated that the participation as an asset is free of charges, encumbrances, pledges or any other condition.
3.- The Administrator certifies that the company itself, as a legal entity, has been constituted solely for its subsequent transfer and that in no case have powers of attorney of any kind been granted, nor have workers, etc. been hired. Thus guaranteeing the total inactivity of the company and certifying the closed Balance Sheet as of the date of signature so that the buyer has the total guarantee of the non-existence of any type of enforceable liability.
IS THE PRESENCE OF ALL PARTNERS AND ADMINISTRATORS NECESSARY?
No, although it is the most optimal, there are different solutions for those cases in which some or all of the partners cannot travel to the Notary to appear in the deed of purchase of the partnership. The signature can be done through verbal mandate, powers of attorney in favor of another partner, or even through the granting of powers of attorney in favor of one of the members of our team.
The appearance of the administrator is not necessary either, although in this case, the requirements of the powers of attorney are somewhat more special and we must study each specific case in order to offer the appropriate solution.
1.- Our companies are always constituted and managed by the staff of the GTS core team, so we can guarantee that none of them is part of any registry that could negatively affect the subsequent activity of the transferred company.
2.- In the deed of purchase of participations or shares, it is stated that the participation as an asset is free of charges, encumbrances, pledges or any other condition.
3.- The Administrator certifies that the company itself, as a legal entity, has been constituted solely for its subsequent transfer and that in no case have powers of attorney of any kind been granted, nor have workers, etc. been hired. Thus guaranteeing the total inactivity of the company and certifying the closed Balance Sheet as of the date of signature so that the buyer has the total guarantee of the non-existence of any type of enforceable liability.
MUST THE DIRECTOR OF A PARTNERSHIP BE A PARTNER?
Absolutely not, the Administrator is the person appointed by the Shareholders’ Meeting to represent the company before third parties.
Although it is true that, for reasons of trust and practicality, the appointed Director usually coincides with one of the partners, especially in the case of sole proprietorships, a person must be appointed who is sufficiently qualified to perform his functions and make the necessary decisions in the day-to-day running of the business.
1.- Our companies are always constituted and managed by the staff of the GTS core team, so we can guarantee that none of them is part of any registry that could negatively affect the subsequent activity of the transferred company.
2.- In the deed of purchase of participations or shares, it is stated that the participation as an asset is free of charges, encumbrances, pledges or any other condition.
3.- The Administrator certifies that the company itself, as a legal entity, has been constituted solely for its subsequent transfer and that in no case have powers of attorney of any kind been granted, nor have workers, etc. been hired. Thus guaranteeing the total inactivity of the company and certifying the closed Balance Sheet as of the date of signature so that the buyer has the total guarantee of the non-existence of any type of enforceable liability.
WHY DO WE HAVE ANCIENT SOCIETIES?
In some occasions our clients opt for the purchase of one of our companies in order to participate in tenders or bids of Official Organizations and one of the usual requirements is that the company that is presented must have a certain seniority in order to be eligible to participate.
1.- Our companies are always constituted and managed by the staff of the GTS core team, so we can guarantee that none of them is part of any registry that could negatively affect the subsequent activity of the transferred company.
2.- In the deed of purchase of participations or shares, it is stated that the participation as an asset is free of charges, encumbrances, pledges or any other condition.
3.- The Administrator certifies that the company itself, as a legal entity, has been constituted solely for its subsequent transfer and that in no case have powers of attorney of any kind been granted, nor have workers, etc. been hired. Thus guaranteeing the total inactivity of the company and certifying the closed Balance Sheet as of the date of signature so that the buyer has the total guarantee of the non-existence of any type of enforceable liability.
COMPANIES WITH INTRACOMMUNITY TAX IDENTIFICATION NUMBER
Obtaining the Intracommunity NIF is not a difficult process, GTS can help you and guide you in obtaining it, but unfortunately our companies cannot have it due to the current regulations.
Firstly, in order to be able to manage the inclusion in the ROI (Return on Investment), a company must be registered as an active company and have the material and logistical means necessary to justify the need for its inclusion.
This completely contradicts our warranty policy with respect to the inactivity of our companies.
* It is a financial ratio that compares the benefit or profit obtained in relation to the investment made, i.e., it represents a tool for analyzing the company’s performance from a financial point of view.
WHY WORK WITH A COMPANY AND NOT AS AN INDIVIDUAL ENTREPRENEUR?
Undoubtedly, the start-up of any business activity is associated with risk. For this reason, GTS always advises to work through a company in the commercial trade and to limit the liability of the natural or legal persons involved. It should be borne in mind that the individual entrepreneur is liable with all his present and future assets for the possible debts that his business may generate, while in the same situation, the partners of a company are only liable to the extent of the capital in which they participate.
Only in those cases in which the administrator, liquidator or general proxy have breached their legal obligations, their acts are contrary to the law of the bylaws or are the cause of the impossibility of the company to meet its debts could they be declared liable, either jointly and severally or with their personal assets to settle the debts of the company.
CAN A FOREIGNER BUY OR MANAGE A COMPANY?
Yes, in the case of being a partner or shareholder, the person appearing only needs to obtain his NIE for tax purposes. Our experts will advise and guide you through the process.
In the case of being appointed Director or member of the Board of Directors, in addition to the NIE for tax purposes, the labor regulations must be taken into account, since it will also be necessary to obtain a work permit.
PAYMENT OF CAPITAL STOCK
The contribution of capital in the incorporation of a company can be made in cash or through the contribution of assets, GTS deposits 100% of the capital in cash in all its companies and subsequently withdraws it to cash to facilitate the accounting regularization by the purchasers.
If you are still doubting, send us your question, we will be happy to assist you