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Spain: An attractive country for investment
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Setting up a business in Spain
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Tax System
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Investment aid and incentives in Spain
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Labor and social security regulations
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Intellectual property law
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Legal framework and tax implications of e-commerce in Spain
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Downloads
- AI
Company and Commercial Law
- AII
The Spanish financial system
- AIII
Accounting and audit issues
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- Introduction
- Different ways of doing business in Spain
- Tax Identification Number (N.I.F.) and Foreigner Identity Number (N.I.E.)
- N.I.E for individuals who are to be shareholders or directors of companies resident in Spain, tax and legal representatives of a branch in Spain, permanent establishments or limited liability entrepreneurs
- N.I.F. for legal entities that are to be shareholders or directors of companies resident in Spain, or owners of branches in Spain or permanent establishments
- Provisional and definitive N.I.F. of the company resident in Spain that is to be set up
- Formation of a company
- Limited liability entrepreneur
- Opening of a branch
- Other alternatives for operating in Spain
- Forms of business cooperation
- Temporary Business Associations (UTEs)
- Economic Interest Groupings (EIGs)
- Silent participation Agreement (C.E.P.)
- Participating loans
- Joint ventures through Spanish corporations or limited liability companies
- Distribution, agency, commission agency and franchising agreements
- Other alternatives for investing in Spain
- Dispute resolution
- Appendix I - Table summarizing the tax treatment given to the various ways of investing in Spain
7Other alternatives for operating in Spain
7.4. Silent Participation Agreement (C.E.P.)
- Concept: This form of business association, which is not subject to any legal formality at all, consists of a financial collaboration whereby one or more entrepreneurs (silent partners) take an interest in the operations of another (the active partner), contributing an agreed portion of capital to the active partner and sharing in the profits or losses in the proportion determined by them.
- Contributions: The contributions, whether cash or in kind, do not qualify as capital contributions as such, but rather simply represent the right of the silent partner(s) to share in the results of the business concerned. Silent partners are therefore not shareholders of the active partner.
- Formal requirements: As provided in the Commercial Code, this type of agreement does not require any legal formality to be fulfilled (public deed or registration at the Commercial Registry). However, in practice, the parties tend to record the agreement in a public deed in order to provide proof to third parties.
- Regulation: Articles 239 through 243 of the Commercial Code, contained in Title II “Silent Participation Agreements” (Book II of the Commercial Code).