Administrative Back-Office and Corporate Secretarial Services in Spain

Subsidiaries of foreign companies in Spain are required to comply with a set of recurring corporate and administrative obligations established by the Companies Act (RDL 1/2010) and the Commercial Code, including holding an annual General Meeting, maintaining the Minutes Book, managing notarial powers of attorney, and filing at the Commercial Registry. Euroaccounts, from Madrid, acts as a comprehensive back-office for over 500 subsidiaries of international companies since 1996, assuming all administrative and corporate secretarial management so the parent can focus on business without worrying about local regulatory compliance. As members of INPACT Global, we ensure the Spanish subsidiary's corporate documentation is always up to date and coordinated with the group's corporate structure.

Corporate secretarial: minutes, certificates, powers of attorney, legalisations
Commercial Registry management: registrations, filings, modifications
Convocation and conduct of ordinary and extraordinary General Meetings
Document management and complete corporate archive
Invoice processing and supplier/client management
Regulatory compliance: data protection (GDPR/LOPDGDD), health & safety, equality

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Back-Office Solutions for Your Subsidiary

Outsource your Spanish subsidiary's administration to a partner who knows the local environment

Corporate Secretarial

We assume the role of secretary to the board or sole shareholder: drafting General Meeting and Board minutes, issuing certificates of resolutions, managing notarial powers of attorney and legalisations, and maintaining the Minutes Book and Shareholders' Register. We ensure compliance with the Companies Act in all corporate actions.

Commercial Registry and Notarial Procedures

We manage all Commercial Registry filings: incorporation, amendments to articles, appointment and removal of directors, change of address, capital increases, Annual Accounts filing, and any other registrable act. We coordinate notarial interventions and obtain apostilles for parent company documents.

Invoice Processing and Operational Treasury

We process supplier invoices, manage client collections, execute payments in accordance with group treasury policies, and perform bank reconciliations. We maintain the subsidiary's cash flow control and report to the parent at the agreed frequency. Includes petty cash and operating expenses management.

Cross-Cutting Regulatory Compliance

We ensure the subsidiary complies with regulatory obligations beyond tax and labour: GDPR and LOPDGDD (Organic Law 3/2018) compliance, Occupational Risk Prevention Plan, Equality Plan (mandatory for companies with more than 50 employees), whistleblowing channel (Law 2/2023), and any other applicable sectoral obligation.

How We Take Over Your Subsidiary's Back-Office

Orderly transition in 3-4 weeks, with no operational interruptions

1

We review all the subsidiary's corporate documentation: articles of association, current powers of attorney, Commercial Registry registrations, Minutes Book, supplier contracts and regulatory compliance status. We identify gaps and outstanding obligations.

2

We remedy any non-compliance detected: pending Commercial Registry filings, unformalised minutes, expired powers of attorney, unfiled annual accounts, and unattended regulatory obligations. We bring the subsidiary to full compliance before assuming recurring management.

3

We define workflows: who authorises payments, how invoices are processed, what reporting goes to the parent and how often, how urgent procedures are handled. We configure access to necessary platforms (online banking, electronic office, Commercial Registry).

4

We assume daily administrative management: invoice processing, payment and collection management, procedures with public bodies, corporate archive maintenance, and coordination with the parent for any administrative needs. We manage the calendar of corporate and regulatory obligations.

CORPORATE OBLIGATIONS

Annual Corporate Obligations for a Subsidiary in Spain: Complete Calendar

The Companies Act (Real Decreto Legislativo 1/2010 of 2 July) and the Commercial Registry Regulations (RD 1784/1996) establish a set of corporate obligations that every subsidiary in Spain must fulfil annually. Non-compliance can generate penalties, registry closure and even personal liability for the director.

Corporate obligations calendar (fiscal year = calendar year):

31 March: Preparation of Annual Accounts by the directors (Article 253 LSC). Directors have a maximum of 3 months from the fiscal year end.
30 April: Legalisation of Official Books (Journal, Inventory and Annual Accounts Book) at the Commercial Registry, within 4 months of the year end.
30 June: Ordinary General Meeting to approve the Annual Accounts, management report and profit allocation (Article 164 LSC). Maximum 6 months from year end.
30 July: Filing of Annual Accounts at the Commercial Registry, within the month following approval (Article 279 LSC, Article 365 RRM).
Year-round: Registration of any corporate resolution that requires it: director appointments/removals, amendments to articles, changes of address, capital increases/decreases.

The General Meeting is the sovereign body of the company (Articles 159-180 LSC). For 100%-owned subsidiaries, it typically operates as a sole shareholder (Article 15 LSC), which simplifies convocation and conduct but does not exempt from formalisation in minutes. Sole shareholder decisions must be recorded in signed minutes (Article 15.2 LSC) and entered in the Minutes Book.

Euroaccounts manages the complete corporate secretarial function for over 500 subsidiaries in Madrid since 1996. We draft minutes, manage convocations, prepare certificates of resolutions for Commercial Registry filing, and maintain each subsidiary’s corporate archive, as members of the INPACT Global network.

31 March: preparation of Annual Accounts (Article 253 LSC)
30 April: legalisation of Official Books at the Commercial Registry
30 June: Ordinary General Meeting for accounts approval (Article 164 LSC)
30 July: filing of Annual Accounts at the Commercial Registry
Sole shareholder minutes: mandatory with written record (Article 15.2 LSC)

DOCUMENT MANAGEMENT

Powers of Attorney, Legalisations and International Document Management

One of the most recurring needs of subsidiaries of foreign companies in Spain is the management of notarial powers of attorney, legalisations and international corporate documentation. The subsidiary’s directors frequently reside abroad, creating a constant need to grant and manage powers of attorney for daily operations.

Most common types of powers of attorney in foreign subsidiaries:

General power of administration: granted by the director (usually resident abroad) to a local attorney-in-fact who manages the subsidiary’s daily operations. Must be registered at the Commercial Registry (Article 94.1.5 RRM).
Special banking power: to operate bank accounts, sign transfers and manage the subsidiary’s treasury.
Litigation power: for procedural representation before Spanish courts and tribunals.
Notarial powers for specific acts: property purchases/sales, lease agreements, execution of public deeds.

When the grantor resides abroad, the process requires an Apostille of The Hague (for signatory countries of the 1961 Convention) or consular legalisation (for other countries). If the document is in a foreign language, a sworn translation into Spanish is required.

Euroaccounts coordinates the entire process: we draft the power of attorney, send it to the notary in the country of origin, manage the apostille or legalisation, the sworn translation, notarisation before a Spanish notary where necessary, and registration at the Commercial Registry. This circuit, which can take 2-4 weeks without professional management, is typically completed in 7-10 business days thanks to our experience with over 40 jurisdictions.

General power of administration: mandatory registration at the Commercial Registry
Hague Apostille for documents from signatory countries of the 1961 Convention
Sworn translation mandatory for foreign-language documents
Complete international power of attorney circuit: 7-10 business days with Euroaccounts
Registry certificates (company searches, director verification): 3-5 business days

COST SAVINGS

Back-Office Outsourcing: 40-60% Savings Compared to In-House Staff

The decision to outsource a subsidiary’s administrative back-office in Spain has a direct, measurable impact on operating costs. A comparative analysis for a typical subsidiary with 10-25 employees shows a 40-60% saving versus hiring in-house administrative staff.

In-house option — Hiring an administrative profile:

Annual gross salary (experienced administrator): EUR 28,000-35,000
Employer Social Security (~30.5%): EUR 8,540-10,675
Workspace (office space, equipment, software): EUR 3,000-5,000/year
Training, substitutions, holidays: EUR 2,000-3,000/year
Total cost: approximately EUR 41,540-53,675/year
Limitations: a single person cannot master all areas (corporate secretarial, Commercial Registry, data protection, health & safety, international document management), rotation risk, no 100% cover

Outsourced option — Euroaccounts as comprehensive back-office:

Comprehensive service covering: corporate secretarial, Commercial Registry, power of attorney management, invoice processing, supplier management, regulatory compliance, corporate archive
Multi-disciplinary team: each area managed by specialists
Permanent cover: no impact from holidays, sick leave or turnover
Scalable: cost adapts to actual activity volume
Estimated saving: 40-60% compared to the in-house option

The outsourced back-office is not only more economical but offers a level of specialisation impossible to replicate with a single in-house profile. Euroaccounts functions as an extension of the parent’s administrative department in Spain. From our Madrid office, over 500 international companies have trusted our team since 1996 to manage everything their subsidiary needs to operate in Spain, except the business itself. As members of INPACT Global, we apply consistent service standards familiar to the parent from other jurisdictions in the network.

40-60% saving compared to in-house administrative staff
Multi-disciplinary team vs. a single generalist
Permanent cover with no impact from holidays, sick leave or turnover
Scalable service based on actual activity volume
Includes: corporate secretarial, Commercial Registry, invoices, GDPR, health & safety, whistleblowing

Frequently Asked Questions

Back-office and corporate secretarial for foreign subsidiaries in Spain

A subsidiary in Spain must comply with the Companies Act (RDL 1/2010): hold an annual Ordinary General Meeting (before 30 June), prepare and file Annual Accounts at the Commercial Registry, legalise Official Books, register director appointments and removals, and maintain an up-to-date Minutes Book. Additionally, it must comply with GDPR/LOPDGDD, have an Occupational Risk Prevention Plan, implement a whistleblowing channel (Law 2/2023 for companies with more than 50 workers), and prepare an Equality Plan if it exceeds 50 employees.

Non-filing generates severe consequences: registry closure (the Commercial Registry will not register any company document except removals, revocations and dissolution, per Article 282 LSC), financial penalties from the ICAC of EUR 1,200 to EUR 60,000 (up to EUR 300,000 if turnover exceeds EUR 6 million), and in insolvency cases it may be considered a presumption of director culpability. It is one of the most critical obligations and compliance is essential for the subsidiary’s normal operation.

The process is: (1) drafting of the power of attorney, (2) execution before a notary in the country of origin, (3) Hague Apostille (if the country is a signatory) or consular legalisation, (4) sworn translation into Spanish, (5) notarisation before a Spanish notary if necessary, and (6) Commercial Registry registration for general powers. The full circuit typically takes 2-4 weeks. Euroaccounts manages powers from over 40 jurisdictions and usually completes the process in 7-10 business days.

The cost depends on activity volume: number of invoices processed, frequency of corporate procedures, and regulatory complexity. For a typical subsidiary of 10-25 employees, outsourcing delivers 40-60% savings compared to hiring an in-house administrator (costing EUR 41,000-54,000/year including salary, SS, workspace and training). Request a personalised proposal from Euroaccounts, which manages the back-office for over 500 international companies from Madrid.

Yes, if the subsidiary has more than 50 workers. Organic Law 3/2007 and Royal Decrees 901/2020 and 902/2020 require all companies with more than 50 employees to negotiate and register an Equality Plan. The plan must include a diagnostic assessment, pay audit, measures to eliminate discrimination, and a monitoring system. Failure to prepare the plan when mandatory can result in fines of EUR 7,501 to EUR 225,018 and exclusion from public procurement.

The whistleblowing channel is an internal system allowing employees and third parties to report regulatory breaches confidentially. Law 2/2023 (transposing EU Directive 2019/1937) makes it mandatory for companies with more than 50 workers and for entities subject to anti-money laundering obligations. The system must guarantee the reporter’s confidentiality, acknowledge receipt within 7 days, and provide a response within a maximum of 3 months. Euroaccounts implements and manages the whistleblowing channel for subsidiaries that require it.

A director may be a natural or legal person (Article 212 LSC). If a legal person, it must appoint a natural person representative. There is no requirement to be resident in Spain or hold Spanish nationality. Directors have duties of diligence (Article 225 LSC) and loyalty (Article 227 LSC), and are jointly liable for damages caused by acts contrary to the law or articles (Article 236 LSC). Their appointment and removal must be registered at the Commercial Registry. Euroaccounts advises on the most appropriate corporate governance structure.

A complete package includes: corporate secretarial (minutes, certificates, powers of attorney), Commercial Registry management (filings, deposits), supplier and client invoice processing, payment and collection management, bank reconciliations, GDPR/LOPDGDD compliance, occupational risk prevention coordination with an external prevention service, whistleblowing channel (Law 2/2023), Equality Plan when mandatory, and periodic reporting to the parent. Euroaccounts acts as an extension of the parent’s administrative department for over 500 international subsidiaries in Madrid.

Insights

International Specialist Team

The Euroaccounts back-office team in Madrid comprises professionals experienced in the administrative and corporate management of subsidiaries of international companies. Our trilingual team (Spanish, English, French) manages the back-office of over 500 companies from 40 nationalities since 1996. We master Commercial Registry procedures, international legalisations, power of attorney management from any jurisdiction, and cross-cutting regulatory compliance. As members of INPACT Global, we apply consistent service standards familiar to the parent from other network jurisdictions.

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Free Your Team from Spanish Bureaucracy

Request a free audit of your subsidiary's administrative and corporate status. Within 48 hours we will identify outstanding obligations and show you how we can take over the entire management for you.

Response within 24 hours
Trilingual team: ES · EN · FR
+500 companies advised since 1996
Member of INPACT Global — 60+ countries

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91 991 84 80 · info@euroaccounts.eu

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Administrative Back-Office and Corporate Secretarial Services in Spain

Global leaders already working with us