Spanish Limited Company Guide: The SL, Tax, Owners and Yearly Duties

Doing Business in Spain Through a Spanish SL

A Spanish limited company is, in almost every case, a sociedad de responsabilidad limitada: the SL, also written S.L. or S.R.L., whose owners (socios) hold participaciones rather than shares. It is what founders form, what foreign groups use for a subsidiary and what buyers of ready-made companies take over, and since Ley 18/2022 it needs only a single euro of capital. Each SL has a tax identification number, the NIF, which begins with B, and a sheet of its own in the Registro Mercantil of the province where it is domiciled.

Company Forms in Spain at a Glance

The registration procedure, from the name certificate to the definitive NIF, is on our page on company registration in Spain.

Spanish Corporate Tax and VAT at a Glance

A treaty may lower the 19% for owners outside the EU, subject to its conditions and the principal purpose test.

Who May Own and Run a Spanish SL

Spanish company law sets no residence or nationality test for socios or for the administrador, and one foreign owner may be sole socio and sole administrador at once. Each foreign individual needs a NIE, the foreigner identity number that doubles as a Spanish tax number, issued by the police in Spain or requested abroad through a consulate. The administrador need not be a socio and may be a company acting through one named individual. A residence and self-employment authorisation is needed only by a non-EU administrador who comes to live and work in Spain.

Socios are recorded in the company’s book of members, and participaciones change hands by notarial deed. The individuals with more than a quarter of the capital or votes, or with control by other means, are listed in the Registro Central de Titularidades Reales, the Ministry of Justice’s beneficial owner register, which draws on notarial deeds and accounts filings. A non-resident whose stake reaches 10% must also report it to the Registro de Inversiones, a step the notary can take when given the data.

The Yearly Cycle of a Spanish SL

Three dates govern the accounts: the administrators prepare them in the first three months after the year end, the general meeting approves them by the end of the sixth month, and they are lodged with the Registro Mercantil in the month after approval. An audit becomes compulsory once the SL goes beyond two of these thresholds in two consecutive years: assets totalling €2.85 million, net turnover of €5.7 million and 50 staff on average. The corporate tax return is due in the 25 days after the sixth month following the year end, so in July for a calendar-year company, even with nothing to declare, and most companies file VAT quarterly.

Banking a Spanish SL

Under Spanish anti-money-laundering rules a bank may take on a client it never meets only on conditions such as a qualified electronic signature, a notarised copy of the identity document or a first payment from the client’s own account at a bank in Spain, the EU or an equivalent country. Bank checklists usually name the registered deeds, current powers of attorney, the NIF and the latest VAT or corporate tax filing, or the census form for a company that has not filed yet. At least one large bank limits online opening to administrators who live in Spain and hold a Spanish digital certificate. Company deposits are protected by the Fondo de Garantía de Depósitos up to €100,000 per bank. Each bank’s published requirements are collected under bank accounts for Spanish companies.

A New Spanish SL or a Ready-Made One

For most founders a new SL is the obvious route: one euro of capital is enough, the estatutos are written for the business, and an SL on standard statutes filed through the CIRCE electronic system must by law be registered within six business hours of reaching the registry. A ready-made SL, a sociedad preconstituida in Spanish law, fits where the company must already exist as a legal person, so nobody signs for an SL still being formed and answers personally, or where a settled NIF and an earlier registration date matter. It brings no trading history and no intra-EU VAT number, which the buyer applies for after the purchase. Our pages on company registration in Spain and ready made companies in Spain cover each route, and the guide to off the shelf companies compares them across countries.

What We Do for Companies in Spain

We form new Spanish SLs and supply ready-made ones. That means drafting the documents, from estatutos to a deed of sale of participaciones and the appointment of an administrador, working with the notary, and preparing the registry and census filings. We also help put the bank application together and, if we know a suitable bank through a working contact, introduce the company to it; whether an account is opened is for the bank alone to decide.

Frequently Asked Questions on Companies in Spain

What is a limited company called in Spain?

A sociedad de responsabilidad limitada, or sociedad limitada, shortened to S.R.L. or S.L., and its name must carry one of those forms. Its owners are socios holding participaciones, and one or more administradores run it. In Swedish terms it is the Spanish counterpart of a privat aktiebolag, so anyone looking for a spanskt aktiebolag or spanskt bolag is looking for an SL. Spain’s other capital company, the sociedad anónima, is built for larger structures.

Should a business in Spain choose an SL or an SA?

An SL in nearly every case. It needs only €1 of capital, paid in full when the deed is signed, and by default a sale to an outsider needs the general meeting’s consent, with the other socios entitled to buy first. An SA needs €60,000 of capital, a quarter of each share paid at the start, and is designed for larger or capital-raising structures. Both pay corporate tax under the same rules.

Who can see the owners of a Spanish SL?

Fewer people than is often assumed. The Registro Mercantil is public and shows the administrators, the estatutos and the deposited accounts, and for a single-member company it records the sole socio, but an ordinary sale of participaciones is not entered there. The beneficial owner register at the Ministry of Justice is not public either: authorities and obliged entities such as banks and notaries consult it, and anyone else only on showing a legitimate interest.

Where can a Spanish SL have its registered office?

Anywhere in Spain, provided it is where the company is effectively run or has its main establishment, and the administrators can move it within Spain unless the estatutos reserve that to the socios. The choice has tax effects: the Basque Country and Navarre apply corporate tax systems of their own, and the Canary Islands sit outside EU VAT harmonisation and levy their own indirect tax, IGIC, in place of VAT.

What happens if a Spanish SL stops filing?

The register closes first and the tax number can follow. While a year’s accounts remain undeposited, the Registro Mercantil records almost nothing new for the company, not even a new administrador. Four years in a row with no deposit allow the tax agency to revoke the NIF, after which notaries must refuse deeds for the company and banks may not move money on its accounts. A dormant SL therefore keeps its returns and deposits current.