Updated: May 2026.
Registering a company means incorporating an SL (Sociedad Limitada), the standard limited company. The path is eight steps, mostly sequential, and runs 4-8 weeks for a clean case. This guide walks every step in order, with the 2026 fees, the post-Crea-y-Crece €1 capital rule, the CIRCE fast track, and the foreign-shareholder edge cases. The one thing most readers get wrong: skipping NIE for a foreign shareholder. Without it, the notary cannot sign.
Quick answer
- Total time: 4-6 weeks if documents are ready. 5-10 working days via CIRCE-PAE for a stripped-down SL.
- Total cost: €600 to €1,500 all-in (notary + registro + gestor + small filings). Add capital if you fund above €1.
- Eight steps: NIE → name reservation → bank → notary deed → provisional NIF → Registro Mercantil → final NIF + Modelo 036 → Social Security.
- Minimum capital: €1 since Ley 18/2022 (Crea y Crece). Restrictions apply until you reach €3,000.
- Foreigners: can fully own and direct an SL. NIE required for every shareholder and director. Residency is a separate question.
Before you start
- NIE for every shareholder and director. Foreigners apply with Form EX-15 at a Spanish consulate before arrival, or EX-18 once on the ground. See how to get an NIE.
- Three to five candidate company names ranked by preference. The Registro Mercantil Central will check availability against the first available.
- Decision on share capital. €1 is legal. €3,000 is the historical safe choice and lifts the dividend and reserve restrictions. Higher capital signals scale and helps with banking.
- Decision on shareholder structure (single-member SLU vs. multi-shareholder SL).
- Decision on director model (sole administrator, joint, several, or board).
- Decision on registered office (a Spanish address, can be your home).
- Decision on IAE epígrafe for the planned activity.
- Bank that will hold the share-capital deposit. Most Spanish banks open the account once the name certificate is issued; some require the NIE in person.
- Digital certificate (FNMT) or Cl@ve for the director, used for AEAT and Social Security filings after incorporation.
Step 1, get every NIE
Every foreign shareholder and director needs a Spanish NIE. Without it the notary cannot include them in the deed. Apply at a Spanish consulate using Form EX-15 (from abroad) or at a Comisaría de Policía using Form EX-18 (locally). Bring passport, the form, the Modelo 790-012 fee slip (~€10-12), and a short letter stating "to register a company". Build 2-6 weeks for the appointment in Madrid, Barcelona, Málaga, or Valencia.
If a shareholder cannot travel, they can grant a Power of Attorney (PoA) to a lawyer with apostille. This is standard for foreign founders.
Step 2, reserve the company name
The notary will not sign without a Certificación Negativa de Denominación Social. Apply online at the Registro Mercantil Central (rmc.es), submitting up to five names in order of preference. The certificate confirms your first available choice is reserved.
- Cost: ~€20.
- Issued in 2-3 working days.
- Validity: 6 months total, but only 3 months reserved exclusively to you. Sign at the notary inside the 3 months.
Step 3, open the bank account and deposit capital
Open a business account at a Spanish bank in the company's name (the name reservation certificate is enough at this stage; the SL does not yet legally exist). Deposit the share capital. Ask for the Certificado de Ingreso de Capital, the bank letter the notary needs.
- If your capital is below €3,000 (post-2022 SL), you must allocate 20% of profits to legal reserves until reaching €3,000, and dividends are restricted.
- Some banks now allow capital deposit up to 4 months after notary signing under the Ley 18/2022 simplification, but most still require the deposit before the deed.
Step 4, sign the deed at the notary
The notary turns your plan into a public deed (Escritura Pública de Constitución). What gets signed:
- The deed of incorporation: shareholders, capital, shares, directors, registered office, activity object.
- The bylaws (Estatutos Sociales): the company's rulebook on shareholder rights, director powers, decision quorums, exit clauses.
Bring: NIEs, passports, name certificate, bank certificate, any PoAs (with apostille and sworn translation if foreign), and the full director and shareholder list. If anyone present does not speak Spanish, a sworn interpreter is required.
Notary fees scale with capital and pages, typically €150 to €500 for a standard SL. Most notaries deliver the signed deed the same day.
Step 5, request the provisional NIF
File the signed deed at AEAT to obtain the provisional NIF (provisional company tax ID). Submit Modelo 036 with the alta de empresario causa.
- Cost: free.
- Issued same day if filed online with the director's digital certificate.
- The provisional NIF lets the company invoice and operate while the Registro Mercantil step finishes.
Step 6, register at the Registro Mercantil
File the deed at the Registro Mercantil of the province of the registered office. The registrar checks the bylaws and formalities, publishes the entry, and returns a registered copy.
- Cost: ~€100-€300 depending on capital.
- Time: 5-15 working days for a clean filing.
- You'll receive the Nota Simple, a short registry extract banks and suppliers commonly request.
- Tax: AJD (Actos Jurídicos Documentados) on the deed is now exempt for SL incorporations under Art. 45.I.B.11 LITPAJD.
Step 7, swap to final NIF and complete Modelo 036
Once the Registro Mercantil entry is published, return to AEAT and exchange the provisional NIF for the final NIF (the company's permanent tax ID). At the same time, complete Modelo 036 with:
- Activity start date.
- IAE epígrafe matching the planned activity. Most SLs are exempt from paying IAE until they cross €1,000,000 turnover, but the code is mandatory.
- IVA regime (régimen general for almost all service SLs).
- ROI/VIES alta (box 582) if the SL will invoice EU clients.
- Withholding obligations if you'll pay employees or rent (Modelos 111 and 115).
Modelo 037 was abolished on 9 February 2025 by Orden HAC/1526/2024. Every alta now uses Modelo 036.
Step 8, Social Security registrations
Two separate registrations under Seguridad Social:
- Código de Cuenta de Cotización (CCC): the employer account number. Required to hire any staff. File via the Sistema RED.
- RETA alta for directors with effective control. A director with ≥25% of shares (or ≥50% if family-owned) must alta in RETA, not in the General Régimen. The autónomo societario minimum cuota for 2026 lands around €310-€345/month.
Hired employees go in the General Régimen, with monthly contribution filings via the Sistema RED.
The CIRCE fast track
For a stripped-down SL with no special bylaws, CIRCE-PAE (Centro de Información y Red de Creación de Empresas, sede.serviciosmin.gob.es) bundles steps 2 through 8 into a single online process via the DUE (Documento Único Electrónico).
- Time: 5-10 working days end to end.
- Cost: same official fees, but cuts paperwork friction.
- Best fit: standard SLs without complex shareholder agreements.
- Limitations: foreign shareholders need NIE in advance; CIRCE does not produce one for you.
After you finish
From the moment your final NIF and Registro Mercantil entry are live, the SL is a fully operational company. Your first 12 months of obligations:
- Modelo 303 (IVA): quarterly. Deadlines 1-20 April / July / October, and 1-30 January for Q4.
- Modelo 200 (Impuesto sobre Sociedades): annual. Filed in July for the calendar-year fiscal year.
- Modelo 202 (IS pago fraccionado): quarterly advances on corporate tax for SLs with revenue above certain thresholds.
- Modelo 111 / 115: withholding from employees, professionals you pay, or rent.
- Modelo 390 (annual IVA summary): 1-30 January.
- Modelo 347 (operations with third parties > €3,005.06): February.
- Annual accounts: filed at the Registro Mercantil within 30 days of approval, which itself must happen within 6 months of fiscal-year end.
- Libros oficiales: kept in double-entry format and legalised online via the Registro within 4 months of fiscal-year end.
- Verifactu invoicing: mandatory for sociedades from 1 January 2027. Pick a compliant invoicing tool from day one.
What it actually costs in 2026
- NIE fee (Modelo 790-012): ~€10-12 per person.
- Name certificate (Registro Mercantil Central): ~€20.
- Notary deed: €150-€500.
- Registro Mercantil filing: €100-€300.
- Provisional and final NIF: free.
- Bank fees: often free for the deposit account; some banks charge €30-€60.
- Gestor or law firm to coordinate the filing: €400-€1,200.
- Sworn translations and apostilles for foreign documents: €30-€80 per document.
- Total typical: €700-€1,500 + capital, for a standard SL.
Common mistakes
- Skipping NIE for a foreign shareholder. The notary cannot include the shareholder in the deed. Fix: get NIE first, even if it adds 4 weeks.
- Picking €1 capital and not warning the founders about the reserve and dividend restrictions. Fix: either fund €3,000+ from day one, or accept the 20% legal reserve obligation until you reach it.
- Wrong IAE epígrafe. Triggers retroactive reclassification by Hacienda. Fix: 036 modificación; better to pick correctly the first time.
- Forgetting ROI/VIES alta for EU sales. Customers refuse invoices with 21% IVA. Fix: 036 modificación box 582; allow a few weeks for VIES validation.
- Bank account opened in a personal name, not the SL's. The notary will not accept a personal certificate. Fix: open a business account in the company's name post-name-reservation.
- Director with ≥25% shares not altaing in RETA. Triggers TGSS fines and back-cuotas. Fix: file Modelo TA.0521 within the 30 days after registry inscription.
FAQ
- Can a non-resident open an SL? Yes. NIE required, plus a Spanish registered office. No residency required to be a shareholder or director.
- Do I have to be present at the notary? No. You can grant a Power of Attorney with apostille to a lawyer who signs on your behalf.
- How long does it take? 4-6 weeks for a standard route; 5-10 working days via CIRCE for a simple SL.
- Is there still a €3,000 minimum? No. €1 since Ley 18/2022. Below €3,000 the SL must allocate 20% of profits to reserves and faces dividend restrictions until reaching it.
- What corporate tax does my SL pay? 25% standard, 23% for SMEs that meet the criteria, 15% for newly created and certified innovative startups (Ley 28/2022).
- When does Verifactu apply to my SL? 1 January 2027. Use a compliant invoicing tool well before then.
- Should I be autónomo or set up an SL? Autónomo until ~€60,000 of stable net profit. SL above that, or earlier if you have partners or want limited liability. Full breakdown: autónomo to SL: when to switch.
Summary: key forms and terms
- NIE: foreigner tax ID, prerequisite for every shareholder and director.
- Certificación Negativa de Denominación: name reservation from the Registro Mercantil Central.
- Escritura de Constitución: the public deed signed at the notary.
- Provisional NIF → final NIF: the company's tax ID, evolving as registration completes.
- Registro Mercantil: the provincial commercial registry that publishes the SL.
- Modelo 036: the AEAT census filing that activates the SL for tax (Modelo 037 abolished 2025).
- RETA / CCC: Social Security regimes for the director (RETA if controlling) and the employer account (CCC).
- CIRCE / DUE: the one-stop fast track for standard SL incorporations.
If you'd rather have someone run all eight steps for you with the right IAE/IVA/IRPF combination from day one, see renn's SL setup. Real accountants on the file, the platform handling the paperwork rhythm.
