Starting a business in Spain takes a few legal steps. This guide explains how to register a company in Spain, with a focus on an SL - the standard limited company. You will see the exact order, the forms, the fees to expect, and what each step means. Follow this and you will know what to do, who to see, and what to prepare.
Q&A
- Can a non-resident open a company in Spain? Yes. You do not need to be a resident. You do need an NIE (foreigner tax ID) and a local tax address.
- Do I need to be in Spain to sign? Not always. You can grant a power of attorney (a document that lets someone sign for you) to a lawyer and sign at a notary abroad with apostille (an international stamp that makes the document valid in Spain).
- What is the minimum share capital for an SL? Legally from 1 euro since 2022. Many founders still use 3,000 euros to avoid extra restrictions until you reach 3,000.
- How long does it take? 4 to 6 weeks if documents are ready. Faster if you use CIRCE-PAE (Spain’s one-stop system and offices to speed up company formation) and a proactive notary.
- What taxes will my SL pay? Corporate tax, VAT if applicable, payroll taxes if you hire, and local business taxes if relevant.
- Do I need a digital certificate? Yes, for filings with Agencia Tributaria (the Spanish Tax Agency). Get it once you have the company’s NIF (company tax ID). A digital certificate is your official online ID file to sign forms.
For more info about SL - taxes, costs, etc.
Can foreigners register a company in Spain?
Foreigners can open an SL in Spain even without residency. You need an NIE and a Spanish tax address.
- Non-EU nationals can be shareholders and directors. If you want to live and work in Spain, you also need the right residence and work permit.
- Every foreign shareholder and director needs an NIE. Think of the NIE as your Spanish ID for taxes.
Steps to Set Up an SL Company
There are 8 core steps. Do them in this order for a smooth process.
- Get your NIE - the foreigner ID number used in all filings.
- Request the company name - a “negative name certificate” proves your name is free.
- Sign the deed at the notary - shareholders, bylaws, director, and address go into a public deed.
- Get a provisional NIF - your company tax ID to operate while registration completes.
- Register at the Registro Mercantil - your company gets official and public.
- Activate the company at Agencia Tributaria - file Modelo 036, IAE activity, and VAT status.
- Open a business bank account - deposit share capital and get a bank certificate.
- Register with Social Security if hiring or if the director must join RETA.
Get Your NIE Number
You must have an NIE before you sign anything. It is your tax ID in Spain.
- Where to apply: at a Spanish police station in Spain or at a Spanish consulate abroad.
- What to bring: passport, the NIE application form, a fee slip, and a short letter stating why you need an NIE - “to register a company”.
- Directors and shareholders each need an NIE. If you already live in Spain, your TIE card includes your NIE.
Requesting the Company Name
You need a name certificate before the notary will sign the deed.
- Ask the Registro Mercantil Central (the central commercial registry) for a “certificación negativa de denominación social” (a certificate that proves your chosen name is free).
- Submit up to five names in order of preference. If the first is taken, they will consider the next.
- You can apply online on the official site. Follow the stated process and pay the small fee.
- The certificate is valid for a limited time. Do the notary step before it expires.
Establishing the Shareholders at the Notary
The notary (a public official who certifies legal documents) turns your plan into a legal company via a public deed.
- What is signed: the deed of incorporation and the bylaws (the company’s rulebook).
- You define the corporate name, share capital, shareholders and their shares, director system, registered office (official address), and business activity.
- Bring: NIEs, passports, name certificate, bank certificate, and any powers of attorney (documents letting someone sign for you). If you have a good lawyer you only need to bring yourself.
- Language: if no one speaks Spanish, you need a sworn interpreter (an official translator). You can also sign by power of attorney.
- Fees: notary fees vary by capital and pages, usually a few hundred euros.
Registering Your Company
You must register the deed so your SL exists in the public registry.
- First, get a provisional NIF (company tax ID) from Agencia Tributaria (the Spanish Tax Agency) with the notarized deed. This lets you invoice while the registry finishes.
- Then file the deed at the Registro Mercantil of your province (the local commercial registry). The registrar checks the bylaws and formalities.
- Timing: 5 to 15 working days is typical. Once registered, you swap the provisional NIF for the final NIF at Agencia Tributaria.
- Keep the “nota simple” (a short registry extract). Many banks and suppliers ask for it.
Registration at the Tax Agency
Activate your company before you trade.
- File Modelo 036 (the tax registration form) at Agencia Tributaria. This is your business profile: address, director, activity code, and tax obligations.
- Choose your IAE code (your business activity label and local tax category). Most small companies are exempt from paying IAE until turnover exceeds 1 million euros, but you must still declare the code.
- Register for IVA - VAT - if your activity is subject to VAT. Most services are. Some sectors have reduced rates or exemptions.
- Set up notifications and a digital certificate (your official online ID file). The tax office uses electronic notices by default.
Open a Business Bank Account
You must show the notary proof of paid-in capital.
- Minimum share capital: the law allows 1 euro. Classic SLs use 3,000 euros or more. With under 3,000 euros, you must build reserves and face limits on dividends until you reach 3,000.
- Open a business account with your name certificate, NIE, and passport. Banks may ask extra documents like proof of address or business activity.
- Ask the bank for a “certificado de ingreso” (a bank letter confirming the capital deposit). The notary needs this paper.
Social Security Number
Sort social security before payroll or if the director must contribute.
- The company needs a Código de Cuenta de Cotización (the employer social security account number) to hire staff.
- Company directors may need to register in RETA (the self-employed social security regime). As a rule of thumb: a director with over 25% shares joins RETA.
- Employees are in the general regime (the standard employee social security system). You must register contracts and pay contributions monthly.
Start Doing Business
You can issue invoices once tax and registry steps are active.
- Invoice basics: your company name, address, NIF, customer details, date, number, service, price, IVA rate, and total.
- Keep accounting records. An SL must keep double-entry books (standard business accounts), submit annual accounts (yearly financial statements at the registry), and file corporate tax every year.
- Tax calendar: quarterly IVA, withholdings if applicable (tax you retain from salaries or certain invoices), the annual corporate tax return, and annual accounts. Missing deadlines triggers surcharges and fines.
Final words
You now know the full path from NIE to first invoice. If you want to stay lean, get your NIE, secure the name, open the account, sign at the notary, register at the registry, activate taxes with Modelo 036, and clear social security.
Key forms and terms recap:
- NIE - your foreigner ID number used for all filings.
- NIF - your company tax ID. Provisional first, then final after registration.
- Registro Mercantil - the commercial registry that makes your SL official.
- Modelo 036 - the form to activate the company at Agencia Tributaria and register your IAE and IVA status.
- RETA - the self-employed social security regime used by many company directors.
- IVA - value added tax - VAT on sales where applicable.
