Incorporation

Opening a branch in Europe

A branch is not a new company: it is an extension of your Spanish company operating in another country. Filnet analyses whether it beats a subsidiary, prepares the file and coordinates with the local notary and registry. You or your notary sign and file.

Branch or subsidiary: which one suits you?

A branch keeps your Spanish legal personality: it creates no new company, the parent company is liable and the file is lighter. A subsidiary is an independent local company with its own capital and limited liability.

The decision is not ideological, it is numerical: where your customers are, how you want to hire, what image you need and which tax regime applies in each case.

Key points

  • Branch: same legal entity, parent company liable, no minimum capital in most countries
  • Subsidiary: local company, limited liability, better to grow under your own brand
  • Branch: a single consolidated group picture, with separate local books
  • Subsidiary: its own corporate obligations (accounts, audit where applicable)

What does Filnet prepare for the branch file?

We collect and translate the parent company documentation (deed, articles, powers, certificate of good standing), check the format the destination registry requires and draft what has to be filed.

We also prepare the application for the branch tax number, the VAT registration and, where local rules require it, the appointment of a tax representative. The client or their notary signs and files.

What the branch has to keep up with every year

The branch keeps separate local accounts and files its own taxes: corporate tax or equivalent, VAT and withholdings if there are employees. Late filing penalties land on the parent company.

At Filnet the branch accounting and tax sit in the same monthly plan as the rest of the group, with a local advisor who answers in Spanish.

When to choose a branch and when a subsidiary

A branch fits one-off operations, projects with a single legal structure or a first few months of testing a market. A subsidiary wins when there is stable local hiring, customers who want a local company, or risk you want to ring-fence.

The exit matters too: a branch is closed with fewer formalities, while a subsidiary requires dissolution, liquidation and final accounts.

Frequently asked questions

A subsidiary is a new, independent company with its own capital and limited liability. A branch is an extension of your Spanish company: it has no separate legal personality and the parent company answers with all its assets.

Yes. We prepare the full file, the powers of attorney and the tax number, and appoint a tax representative where local rules require one. You do not need to reside there, though some registries ask for a visit to sign or an appointed attorney.

It depends on the country, on whether documents must be translated and legalised, and on whether a tax representative is required. We give you a fixed quote after the analysis, with fees and third-party charges broken down.

Yes. Although it is not a separate company, it operates and pays tax in another country, so it needs local books, accounts and returns. On top of that, your Spanish annual accounts have to consolidate the branch activity.

Yes, with the branch local tax number and, if it operates in the EU, with its intra-community VAT number. We review how to invoice depending on the type of operation so the exemption or reverse charge is applied correctly.

It is possible, but it is a new project: activity, contracts and staff have to be transferred, and the local company still has to be incorporated. Better to decide it before signing, which is what the prior analysis is for.

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