Company Registration in Spain: Company Formation of an SL Step by Step

Choosing the Legal Form: SL or SA

Almost every company registration in Spain concerns a sociedad de responsabilidad limitada, the SL: the private limited company of the Ley de Sociedades de Capital (LSC), whose members hold participaciones. Since Ley 18/2022 took effect on 19 October 2022, the minimum capital of an SL is one euro (art. 4 LSC). While the capital stays below 3,000 euros, at least 20% of each year’s profit goes to the legal reserve until reserve and capital together reach 3,000 euros, and in a winding up without enough assets the members answer jointly for the gap up to that figure. The same law abolished the sociedad limitada nueva empresa (SLNE), which leaves founders the forms below.

Form	Minimum capital	Paid when the deed is signed	Usual use
SL (sociedad limitada, S.L. or S.R.L.)	One euro, with the reserve rule below 3,000 euros (art. 4)	Every participation in full (art. 78)	Trading companies, holdings, subsidiaries
SA (sociedad anónima)	60,000 euros (art. 4)	At least a quarter of each share’s nominal value (art. 79)	Larger or capital-raising structures
Branch (sucursal) of a foreign company	No capital of its own	Not applicable	A foreign company working in Spain without a Spanish subsidiary

The name must include “Sociedad Limitada”, “S.L.” or another wording allowed by art. 6 and may not repeat an existing company’s name (art. 7). A single founder can form an SL alone; it then registers as single-member (sociedad unipersonal) and says so on its letters and invoices (arts. 12 and 13).

What Founders and the Administrador Need First

Spanish company law sets no residency or nationality test for the members or for the administrador, the director of an SL, and one foreign owner can be both. Each person needs a Spanish tax number of their own: the tax agency asks for the NIF of every founding member, Spanish or foreign, and for an individual without Spanish nationality the NIF is the NIE, the foreigner identity number (RGAT art. 20). The NIE is requested from the police in Spain or, from abroad, through a Spanish consular office, and the police have five days to decide once the application is registered (RD 1155/2024 art. 205). A non-EU administrador who moves to Spain to work there also needs a residence and self-employment authorisation.

The administrador need not be a member (art. 212). A company can hold the post through one named individual, who carries the same duties and liability (arts. 212 bis and 236). The SL may be run by a sole administrador, by several acting jointly or severally, or by a board (art. 210). Its domicilio social must be in Spain, where its effective administration or its main establishment is (art. 9). Documents issued abroad need a sworn translation into Spanish and an apostille unless a treaty exempts them (Ley 14/2013 art. 15).

How to Set Up a Company in Spain: Registration Step by Step

Step	What happens	Legal basis
1. Name certificate	The Registro Mercantil Central certifies that the chosen name is not already registered. A paper request may list three names, a request through CIRCE five, in order of preference. The deed must use exactly the certified name	RRM arts. 409 to 414; Ley 14/2013 art. 15
2. Capital	The cash is paid into an account in the company’s name and the bank’s certificate, valid two months, goes into the deed; or the founders declare in the deed that they answer jointly for the contributions, and no certificate is needed	LSC art. 62
3. Deed of incorporation	Signed before a Spanish notary: the members, their contributions and participaciones, the estatutos (name, business object, domicile, capital, management, decision rules) and the first administrators	LSC arts. 20, 22 and 23
4. Provisional NIF	The notary asks the tax agency for a provisional NIF, valid six months	Ley 14/2013 art. 15; AEAT
5. Registration	Filed with the Registro Mercantil of the province of the domicile; the SL becomes a legal person on registration, which is published in the BORME	LSC arts. 32, 33 and 35
6. Definitive NIF	Requested within one month of registration; a provisional NIF never converted can be revoked	AEAT

A notary can authorise the deed by videoconference where the contributions are in cash, the founder logging in to the notarial platform with an electronic identification accepted under Law 39/2015 (Ley del Notariado art. 17 ter). Forming a company is exempt from ITPAJD, the transfer and stamp duty tax (art. 45 of its consolidated law). Until registration the SL is only a sociedad en formación: apart from acts needed for registration or authorised by the deed, whoever signs in its name answers jointly for the contract, unless it was made conditional on registration and the company later accepts it (arts. 36 to 38).

Time Limits Spanish Law Sets for the Registry and the Notary

Through CIRCE, the Ministry of Industry’s electronic system, founders start at a Punto de Atención al Emprendedor (a notary’s office, a registry or an online point), and one electronic form, the DUE, carries the data to each authority (Ley 14/2013 art. 13). The law sets these limits:

Stage	Limit in the law	Source
Name certificate, ordinary request	Three working days to assess the name	RRM art. 411
Name certificate through CIRCE	Six business hours	Ley 14/2013 art. 15
Notary appointment through CIRCE	No later than twelve business hours after the file is started	Ley 14/2013 art. 15
Registration with standard statutes (estatutos tipo)	Six business hours after the registry receives the deed	Ley 14/2013 art. 15
Registration through CIRCE with the founders’ own statutes	First registration in six business hours, final registration within five days	Ley 14/2013 art. 16
Registration by the ordinary route	Fifteen days from the entry of the deed in the registry’s daybook	Código de Comercio art. 18
Duty to file the deed	Founders and administrators present it within two months of signing	LSC art. 32

These limits bind the authorities and are not a forecast for a whole formation. The name certificate stays usable for three months, and the name is reserved for six (RRM arts. 412 and 414).

Spain Company Register, Registration Number and NIF

A Spanish company registration number can mean two things. The Registro Mercantil of the domicile’s province keeps one sheet (hoja) per company, and the registry data refer to it (RRM art. 3). The number quoted on invoices and contracts, however, is the NIF, still often called the CIF. Its first letter shows the legal form: B for an SL, A for an SA (Orden EHA/451/2008). The register is public (RRM art. 12): on the registrars’ electronic office anyone can search by name or tax number and order a company excerpt or the deposited accounts, while certificates call for a digital certificate and a stated legitimate interest.

After Registration: Tax, VAT, Accounts and Owners

Once registered, the SL updates its tax census entry on modelo 036 and deals with public bodies electronically, as every legal person must (Law 39/2015 art. 14). Spanish VAT treats a commercial company as a business unless shown otherwise (VAT Act art. 5), with no small-business threshold. Returns are quarterly, but monthly for companies with operations above 6,010,121.04 euros in the previous year, those in the monthly refund register and VAT groups (VAT Regulation art. 71). For trade with businesses in other EU states it asks, on modelo 036, to join the Registro de Operadores Intracomunitarios, which gives the intra-EU number shown in VIES (RGAT art. 25).

Tax or filing	Rate or rule	Source
Corporate tax, general rate	25%	LIS art. 29
Turnover under 1 million euros in the previous period	For periods starting in 2026: 19% on the first 50,000 euros of taxable base and 21% on the rest; 17% and 20% from 2027	LIS art. 29 and transitional provision 44
Turnover under 10 million euros (reduced-size companies)	23% for periods starting in 2026, then 22%, 21% and finally 20%	LIS arts. 29 and 101, transitional provision 44
Newly created company carrying on an economic activity	15% in the first period with a positive taxable base and in the next, unless a lower rate applies; not for group members, asset-holding companies or an activity taken over from related persons	LIS art. 29
VAT	21% general; 10% and 4% reduced	VAT Act arts. 90 and 91
Corporate tax return	Within 25 calendar days after the six months that follow the end of the tax period	LIS art. 124

Location matters for tax: the state Corporate Tax Act applies without prejudice to the own tax regimes of the Basque Country and Navarre (LIS art. 2), and the Canary Islands lie outside EU VAT harmonisation (VAT Act art. 3) and apply their own indirect tax, the IGIC.

The administrators prepare the annual accounts within three months of the year end (art. 253), the members approve them within six months (art. 164), and they are deposited with the Registro Mercantil within a month of approval (art. 279). No audit is needed while, for two years running, the SL stays within two of three limits: total assets of 2.85 million euros, net turnover of 5.7 million euros and 50 employees on average (art. 263). Without deposited accounts the registry records almost nothing else for the company (art. 282), and four consecutive years without a deposit are grounds for revoking its NIF (RGAT art. 147).

Beneficial owners, the individuals holding more than 25% of the capital or votes or otherwise in control, are recorded in the Registro Central de Titularidades Reales at the Ministry of Justice. It draws on notarial deeds and accounts deposits among other sources, and it is not public: authorities and obliged entities consult it, others only on showing a legitimate interest (RD 609/2023 arts. 3 to 5). A non-resident founder holding 10% or more also declares the investment to the Registro de Inversiones after the formation, unless the notary was given the data and sends it (RD 571/2023 arts. 4 and 5).

When a Ready-Made SL Is the Better Route

Spain’s formation system is fast on paper, so a ready-made company is no shortcut. It earns its place where the company must already be a legal person, to sign a contract or appear in a deed without anyone acting for a company in formation, or where founders want a settled NIF and registration date. It still needs a NIE, a notary and census filings, and brings no trading history. Our page on ready-made companies in Spain explains the purchase, and the guide to off the shelf companies compares countries.

Our Part in a Spanish Company Formation

We form new Spanish SLs and also supply ready-made ones. For a formation we prepare the formation documents and the registry filings, help prepare the bank application, and, where we have a working contact at a suitable bank, make an introduction while the bank alone decides. Spanish banks’ published requirements are in bank accounts for Spanish companies, and the Spain overview covers the country.

Frequently Asked Questions about Company Registration in Spain

How long does company registration in Spain take?

The law sets limits for the authorities, not for the whole project. Through the CIRCE electronic system an SL with standard statutes is registered within six business hours of the registry receiving the deed; by the ordinary route the registrar has fifteen days. NIEs, a bank certificate and answers to registrar queries take time on top.

Can a foreigner set up a company in Spain?

Yes. Spanish company law sets no nationality or residency requirement for the members or the administrador of an SL, so a founder from the United Kingdom after Brexit, the United States or anywhere else can own and run one. Each foreign individual needs a NIE, which also serves as the Spanish tax number. A non-EU administrador who moves to Spain needs a separate residence and self-employment authorisation.

What is the minimum share capital of a Spanish SL?

One euro, since Ley 18/2022. Below 3,000 euros of capital, a fifth of each year’s profit goes to the legal reserve until reserve and capital reach that figure, and in an insolvent winding up the members cover the shortfall up to it. The capital is paid in full at signing, shown by a bank certificate or the founders’ joint liability declaration.

Do I have to travel to Spain to form an SL?

Not necessarily. A Spanish notary can authorise the formation deed by videoconference where the contributions are in cash, with the founder identified through an electronic identification system accepted under Spanish administrative law. Alternatively a founder signs a power of attorney abroad, apostilled and translated, so that an attorney signs in Spain. The NIE can be requested through a Spanish consular office.

What is a Spanish company registration number?

Usually the NIF, often still called the CIF, which a company quotes on invoices, contracts and tax returns and which starts with B for an SL. The company also has registry data referring to its sheet in the provincial Registro Mercantil. Both appear on the registrars’ electronic office, searchable by company name or tax number.

Can a foreign company be registered in Spain?

Not as such. The Spanish tax agency explains that a company created abroad stays registered in its own country and can register a branch, a sucursal, in Spain. The alternative is a Spanish SL owned by the foreign company, which then needs its own Spanish NIF as a founding member and, holding 10% or more, a declaration to the Registro de Inversiones.