Entities established for subsequent transmission

Article 4 of Royal Decree 1/2010, of January 8, BOE of January 19, modifies certain provisions of the General Regulation of the actions and procedures of tax management and inspection and development of the common rules of the procedures for the application of taxes, approved by Royal Decree 1065/2007, of July 27.

In particular, they are modified to provide appropriate regulatory treatment to those cases of creation of entities with the sole purpose of subsequently transferring their shares, interests or securities representing their equity to third parties, especially within the framework of business promotion policies and the encouragement of economic activity.

In this regard, the calculation of the period for the commencement of the entity's activity is postponed, for the purposes of revoking the tax identification number, and, in exchange, the obligation to provide certain census information is established.

The phases in the assignment of NIF for this case of creation of entities will be the following:

Request for provisional NIF

The promoter of companies for their subsequent transfer will declare in form 036 his intention to establish it for its subsequent sale. To do this, check box 78 (other entities) and select the corresponding type from among the possible values offered by the drop-down menu in box 79 (type of entity) of form 036, currently:

• Limited company incorporated for sale, in formation
• Limited company incorporated for sale, in formation

The declarant shall enter the appropriate data from among the following sections of form 036:

• Identification details
• Tax domicile and registered office (if different from tax domicile)
• Date of agreement of wills or incorporation
• Representatives
• List of founding partners

Due to the special characteristics of this type of entity, at this stage data relating to the following sections of the census declaration should not be completed:

• Economic and local activities
• Corporate Tax Regimes and VAT
• Withholdings and payment on account
• Intra-community operations
• Monthly return record

• Register of Intra-community Operators

Request for definitive NIF

The application for a definitive NIF will be made by checking box 120 (application for a definitive NIF, having a provisional NIF)

Box 68 (legal entity) will also be checked and the corresponding type will be selected from among the possible values offered by the drop-down menu in box 69 (legal form) of form 036, currently:

• Limited company incorporated for sale
• Limited company incorporated for sale

 The registration date will be communicated in box B10, page 2B.

Likewise, any changes to the tax or corporate address, representative and partner data will be communicated, if applicable (for cases where there is an error in the initial 036 and they wish to be modified).

To communicate any data other than those mentioned above, the legal form of the entity must necessarily change.

The entity has been sold

When the entity has been sold, the buyer must submit, within one month from the date of formalization of its transfer, a model 036 census modification declaration, to communicate:

• Change of legal form: To do this, you must check box 125 and select the form that corresponds to you.
• When changing from a company for sale to a public or private limited company, the declarant must:
  • Modify the tax or corporate address (box 122 or 123)
  • Modify the representative's data (box 126)
  • Modify the data of the founding partners (box 139)
  • Communicate the data of the start of the activity (using box 127)
  • Communicate the data relating to the IS obligation (box 133)

  • Report data relating to VAT regimes (box 131)

In addition, the company's articles of incorporation registered in the Public Registry must be submitted again, in which the new partners or shareholders, new registered office, and representatives must be listed.