Four-Country Comparison Matrix — Subsidiary Formation for Marea Digital
Illustrative work product prepared for a fictional company (Marea Digital). Not legal advice; local counsel review required before reliance or filing. Tax entries are issue-spotting only and are flagged for local tax advisers.
This exhibit compares, side by side, the four jurisdictions in which Marea Digital, S.L. is evaluating wholly-owned operating subsidiaries — Spain, Denmark, Mexico and Brazil — under the working rollout order Spain → Denmark → Mexico → Brazil. The US parent, Marea Digital, Inc. (Delaware), continues to hold the group IP and operate the central data platform, which drives the cross-border data-transfer entries below. Each cell is deliberately concise and, where it touches tax, is an issue-spot only, flagged for the local tax adviser. Read this matrix together with the per-country memoranda; it orients the decision but does not replace jurisdiction-specific analysis.
| Topic | Spain | Denmark | Mexico | Brazil |
|---|---|---|---|---|
| Proposed entity | S.L. (Sociedad de Responsabilidad Limitada) | ApS (Anpartsselskab) | S. de R.L. de C.V. | Ltda. (Sociedade Limitada) |
| Alternative structure | Branch (sucursal) | Branch (filial) | Branch or representative office | Branch (rarely used; approval-heavy) |
| Principal registry | Commercial Registry — Registro Mercantil | Danish Business Authority — CVR (via Virk) | Public Registry of Commerce (RPC) | State commercial registry — Junta Comercial |
| Foreign-investment filing | Issue-spot D-1A ex-post declaration; screen for RD 571/2023 prior-authorisation triggers [1] | Usually limited; screen only sensitive/critical sectors under the FDI Act | RNIE registration analysis (foreign-investment registry) post-formation | Foreign-capital reporting to Banco Central (RDE) on capital injection [2] |
| Corporate tax rate | Issue-spot — confirm current rate; flag for tax adviser | Issue-spot — confirm current rate; flag for tax adviser | Issue-spot — confirm current rate; flag for tax adviser | Issue-spot — federal + surtax + social contribution; flag for tax adviser |
| Tax registration | NIF (entity tax ID) | CVR number + tax/VAT registration | RFC (Registro Federal de Contribuyentes) | CNPJ (federal taxpayer registry) |
| Indirect tax | IVA — 21% standard (flag) | VAT (moms) — 25% (flag) | IVA — 16% (flag) | ICMS / ISS / PIS / COFINS — layered and complex (flag) [3] |
| Payroll / social-security registration | Seguridad Social / TGSS | eIndkomst (income reporting) | IMSS + INFONAVIT | INSS + FGTS |
| Beneficial-owner requirements | Titularidad Real declaration | Danish BO register (legal owners + real owners) | Mexican controlling-beneficiary rules (SAT recordkeeping) | Final-beneficiary disclosure to RFB |
| Governance minimum | Sole director permitted | At least one director | One or more gerentes / sole administrator | Administrator (may be sole) |
| Local representation | Not required by nationality (residence/NIE practicalities apply) | — | — | Resident administrator or resident attorney-in-fact required [4] |
| Notarial involvement | High — escritura pública before notary | Low — online via Virk, no notary | High — notario / corredor público | Moderate — registered articles; notarised powers of attorney |
| Privacy regime | GDPR + LOPDGDD | GDPR + Danish Data Protection Act | LFPDPPP | LGPD |
| Data-transfer issue | Intra-EEA to Denmark unrestricted; transfers to US parent need adequacy/SCC analysis [5] | Intra-EEA unrestricted; transfers to US parent need adequacy/SCC analysis [5] | Cross-border transfer basis under LFPDPPP; SCC-equivalent + consent analysis | LGPD international-transfer mechanism to US parent (adequacy / SCC / safeguards) |
| Local-language documents | Spanish | Danish | Spanish | Portuguese |
| Annual accounts | Deposit at Registro Mercantil | Annual report filed to the DBA | Financial statements + SAT filings | SPED-ECD (digital bookkeeping) |
| Recurring corporate filings | Issue-spot — annual accounts, BO updates, book legalisation | Issue-spot — annual report, BO/ownership updates | Issue-spot — RNIE updates, corporate books, SAT filings | Issue-spot — Junta Comercial acts, RFB/RDE updates, SPED |
| Local counsel required | Yes — recommended | Yes — recommended | Yes — recommended | Yes — recommended |
Notes
- Spain separates legal incorporation from operational licensing. Company creation before a notary and registration at the Registro Mercantil is distinct from operating permits, which sit across central, regional (autonomous community) and local (municipal) authorities — sequence these so licensing does not lag go-live.
- Denmark is portal-driven. Formation runs through the Virk portal and the CVR issued by the Danish Business Authority; the low notarial burden makes Denmark the fastest of the four to stand up once documents are in order.
- Mexico's investor procedures are organised around the company lifecycle. The government investor portal groups steps into company formation, branch/representative office, tax registration (RFC), employer obligations (IMSS/INFONAVIT) and foreign-investment filing (RNIE) — useful as a checklist, but confirm each with local counsel.
- Brazil carries the heaviest indirect-tax and residency load. The ICMS/ISS/PIS/COFINS stack is layered across federal, state and municipal levels, and a resident administrator or resident attorney-in-fact is required — treat Brazil as the longest-lead jurisdiction in the rollout.
- Every transfer to the US parent is a distinct question. Intra-EEA movement (Spain–Denmark) is unrestricted, but each country's export of personal data to Marea Digital, Inc. in Delaware must rest on a transfer mechanism (adequacy or SCC/SCC-equivalent) analysed under that country's regime before the central platform ingests local data.
Takeaway: the working order Spain → Denmark → Mexico → Brazil broadly tracks rising complexity — Denmark is the lightest to execute, while Mexico and especially Brazil add foreign-investment reporting, residency and indirect-tax layers. All four warrant local counsel, and every tax cell above must be confirmed with a local tax adviser before Marea Digital relies on it.