A Turkish company opening a Spanish SL: the document chain that breaks it.
The commercial decision takes an afternoon. The paperwork takes four months, and almost none of that is Spanish bureaucracy being slow. It is a chain of documents that has to be produced, apostilled, translated and used in a specific order — while each link quietly ages toward invalidity.
The facts we are working from.
A Turkish manufacturer in Bursa wants a Spanish subsidiary to distribute into the EU, invoice in euro and stop losing tenders to competitors with an EU entity. The parent is a limited company with three shareholders, two of them individuals and one a family holding company. The general manager will be the Spanish company's administrador. Nobody intends to fly to Madrid. They have, they say, all their company documents ready.
They do not. What they have is a set of Turkish documents that prove things to Turkish institutions. What Spain needs is a set of documents that prove the same things to a Spanish notary, a Spanish registry, the Spanish tax authority and a Spanish bank — four audiences with four different tolerances, none of whom read Turkish.
The good news, stated early: Turkey is a party to the Hague Apostille Convention. That removes consular legalisation entirely and makes this a solvable problem rather than a miserable one. Everything below is procedure, not obstruction.
What Spain actually needs to be shown.
Strip away the forms and there are only five questions. Every document in the chain exists to answer one of them.
The remaining two are about the Spanish side: who will be administrador, and where the money comes from. Those are the ones the bank cares about, and the bank is the last gate.
The Turkish document set.
| Document | What it proves | Note |
|---|---|---|
| Ticaret Sicil Gazetesi | Registration and published corporate changes | Trade Registry Gazette. Often several issues are needed, not one. |
| Faaliyet Belgesi | Current active standing | Certificate of activity from the chamber of commerce. Short shelf life. |
| İmza Sirküleri | Who may sign for the company | Signature circular. Spain has no direct equivalent — see below. |
| Ana Sözleşme | Articles of association | The current consolidated text, not the founding version. |
| Vergi Levhası | Tax registration | Frequently requested by banks rather than by the registry. |
| Board or shareholder resolution | Decision to incorporate the Spanish subsidiary | Must name the subsidiary, the capital and who is authorised to act. |
| Vekaletname | Power of attorney for the Spanish signing | Drafted to Spanish requirements, executed before a Turkish notary. |
| Passports | Identity of individuals | Administrador and individual shareholders. |
| Ownership chain documents | Beneficial ownership to natural persons | Where a holding company is a shareholder, its own set is needed too. |
The signature circular is the recurring point of friction.
Turkish practice proves signing authority through the İmza Sirküleri, a notarised instrument specimen-ing authorised signatures. Spanish practice proves it through a notarial power of attorney and the registry entry showing the appointed representative. The two systems answer the same question differently, and a Spanish notary presented only with a signature circular will often want more — typically a properly drafted power of attorney that states the authority explicitly rather than implying it. Producing the circular alone, and being surprised when it is not enough, is close to universal on first attempts.
The order that cannot be reversed.
Each document goes through a sequence, and doing the steps in the wrong order means starting the document again rather than fixing it.
Translating before apostilling
A document translated in Turkey and then apostilled, or apostilled after translation, produces a package a Spanish notary may not accept. The apostille authenticates the underlying document; it has to be on the document, and then the whole thing is translated.
Original, notarise if needed, apostille, then translate
One direction, no loops. The sworn translation is done for Spain, by a translator Spain recognises, covering the document and its apostille together.
The name problem, which sounds trivial and is not.
Turkish uses letters the Spanish administrative alphabet does not: the dotted and dotless i, plus ş, ğ, ç, ö and ü. Every system in the chain handles them differently, and the result is that one person can appear under several spellings across a single file.
| Where it appears | How the name renders | Why |
|---|---|---|
| Turkish identity card | Şükrü Güngör | Full Turkish orthography |
| Passport machine-readable zone | SUKRU GUNGOR | ICAO transliteration strips diacritics |
| Sworn translation | Sukru Gungor or Şükrü Güngör | Depends on the translator's convention |
| NIE certificate | Whatever the police officer typed | Entered from the passport, sometimes partially |
| Notarial deed | Must match the identity document | The notary works from what is in front of them |
| Commercial Registry | Must be internally consistent | A mismatch is a formal defect and the filing is returned |
The registry returns the filing, and the clock restarts on documents that are already ageing.
A rejection for a spelling inconsistency is not a disaster on its own. It becomes one because the correction takes weeks, and meanwhile the certificate of activity obtained in month one has passed the freshness window the registry will accept. Now two documents need reissuing, re-apostilling and re-translating, and the delay compounds.
The fix is unglamorous and entirely effective: decide the canonical spelling at the start, use it in the power of attorney, the NIE application, the deed and every translation, and instruct the sworn translator explicitly rather than leaving it to convention. Where the passport strips diacritics, the passport version usually wins, because that is the document Spanish officials will hold.
The expiry race.
This is the mechanism that turns a three-month project into a five-month one, and it is almost always self-inflicted. Documents have practical shelf lives — a Spanish notary or registry will typically want corporate certificates issued recently, commonly within about three months. The chain meanwhile has a step that is entirely outside anyone's control.
Long-lead items first, short-life documents last.
The instinct is to gather all the paperwork at once because it feels productive. That is precisely what causes the expiry problem. The articles of association and the trade registry gazette do not go stale in the same way a certificate of activity does — so the certificates that age are ordered when the notary date is already in sight, not in week one.
The deadlock nobody warns about: the parent needs its own Spanish tax number.
A Turkish company cannot simply appear as a shareholder in a Spanish deed. As a non-resident entity acquiring a participation, the parent itself generally needs a Spanish NIF for foreign entities — obtained on the strength of its own apostilled and translated corporate documents, and requiring a representative to apply.
- It is a separate application with its own document set, not a by-product of incorporating the subsidiary
- It consumes the same certificates that the notary will later want fresh
- It needs a representative in Spain acting under a power of attorney
- It comes before the deed, not after — discovering it at the notary means rescheduling
- The foreign investment declaration is a further, separate formality once the investment is made
None of these steps are difficult in isolation. The difficulty is that they are sequential, each consumes documents with a limited life, and the order is not intuitive to anyone who has not done it before.
The bank, which is a different problem entirely.
Everything above satisfies the notary and the registry. The bank is a separate audience with a separate standard, and it is where Turkish-owned companies most often stall — not because of Turkey, but because non-EU ownership triggers enhanced due diligence and the file is rarely built for that.
A file that answers the registry's questions
Corporate documents, ownership chain stated, capital paid. Nothing about what the business does, who its customers will be, where revenue comes from or why a Spanish entity exists at all. Compliance reads this as unexplained.
A file that answers the bank's question
The same documents, plus a coherent business narrative: the parent's trading history, the products, expected Spanish customers and volumes, the commercial reason for the subsidiary, and documented source of the capital transferred.
Add one Turkey-specific point: moving the share capital out of Turkey and into Spain needs to be documented on both sides, and the Spanish bank will want to see where the money came from rather than simply that it arrived. Preparing that evidence in advance is far easier than reconstructing it in response to a query.
We run the chain in the right order, once.
Document list built backwards from the notary date, powers of attorney drafted to Spanish requirements before they are signed in Turkey, canonical name fixed at the start, and a banking file assembled while the registry work is still running.
The checklist, in working order.
- Fix the canonical spelling of every individual's name, taken from the passport, and use it everywhere
- Start the NIE applications immediately — longest lead time, least controllable
- Have the power of attorney drafted in Spain first, then executed before a Turkish notary and apostilled
- Obtain long-life documents early: articles of association, trade registry gazette, ownership chain
- Obtain short-life certificates late: certificate of activity, and any dated standing certificate
- Apostille in Turkey, translate for Spain — in that order, including the apostille in the translation
- Apply for the parent's foreign-entity NIF before the notary appointment, not after
- Reserve the company name, submitting alternatives
- Build the banking file in parallel, with the business narrative and source of funds
- Plan the foreign investment declaration that follows the investment
- Ticaret Sicil Gazetesi
- Turkish Trade Registry Gazette, where corporate acts are published.
- Faaliyet Belgesi
- Certificate of activity from the chamber of commerce, proving current standing. Short validity.
- İmza Sirküleri
- Signature circular evidencing authorised signatures. No direct Spanish equivalent.
- Vekaletname
- Power of attorney. Draft to Spanish requirements before signing in Turkey.
- Kaymakamlık
- District governor's office, the apostille authority for notarised documents.
- Traductor jurado
- Sworn translator recognised by Spain. Turkish-Spanish jurados are comparatively few, so book early.
- NIF de entidad no residente
- The Spanish tax number the Turkish parent needs in order to be a shareholder.
- Escritura de constitución
- The Spanish notarial deed of incorporation.
- Nota simple
- Registry extract, the usual proof of a Spanish company's existence and details.
Do Turkish documents need consular legalisation for Spain?
Should we translate in Turkey or in Spain?
Is the signature circular enough to sign in Spain?
Why does the Turkish parent need a Spanish tax number?
How long does the whole thing take?
Can we do it without travelling to Spain?
The rest of the process.
Nothing here is hard. Everything here is sequential.
Book a free call ↗Alexander Baranov
Seventeen years designing and delivering cross-border corporate structures — incorporation, tax, holding, banking and market entry — for founders and companies expanding into Spain and the EU. Author of professional books on entering the Spanish market.
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