Spain’s vibrant economy and strategic location in the EU make it a prime destination for global entrepreneurs. If you’re a foreign investor looking to establish a presence with legal security and a flexible corporate structure, the Sociedad Limitada (SL) is your ideal choice.
At Lextax, we are dedicated to transforming complex legal processes into a clear and seamless experience for non-residents. This definitive 10-step guide provides the complete legal walkthrough for forming your SL in Spain, ensuring you are compliant and ready for business from day one.
The 10 Legal Steps to Form Your Spanish SL
1. Secure Your NIE (Foreigner Identification Number)
This is your non-negotiable first step. The NIE is your official identification number in Spain, essential for all shareholders and directors to conduct any legal or financial activity. You can apply at a Spanish Consulate abroad or have a legal representative like Lextax obtain it for you in Spain.
2. Obtain a Provisional NIF (Company Tax ID)
Before the company officially exists, it needs a provisional tax identification number (NIF) from the Spanish Tax Agency (Agencia Tributaria). This is required to open the company’s bank account.
3. Reserve Your Unique Company Name
Your company name must be unique. You will submit up to three preferred names to the Central Mercantile Registry (Registro Mercantil Central). Within a few business days, they will issue a Certificado de Denominación Negativa, confirming your chosen name is available.
4. Deposit the Share Capital & Open a Bank Account
While Spanish law now permits forming an SL with just €1, the standard and highly recommended practice is to deposit a minimum of €3,000 to ensure credibility and solvency. The bank provides an official certificate of deposit required for the notary.
5. Draft the Corporate Bylaws (Estatutos Sociales)
These are the foundational rules of your company. The bylaws meticulously define the company’s purpose (objeto social), registered address, management structure, and shareholder rights. Professional drafting is critical to prevent future conflicts.
6. Sign the Public Deed of Incorporation
This is the official act of creation. All founding shareholders (or their representatives with a valid power of attorney) must sign the public deed before a Spanish notary. All prior documentation must be presented at this stage.
7. Formalize the Definitive NIF
With the signed deed in hand, you will formally register the company with the Tax Agency by submitting Form 036 (Modelo 036). This converts the provisional NIF into the definitive, permanent tax ID.
8. Register with the Mercantile Registry
To gain full legal personality and limited liability protection, the deed of incorporation must be filed with the Provincial Mercantile Registry (Registro Mercantil). This is the final step that makes your company legally official in the public record.
9. Register for Taxes (VAT, Corporate Tax)
Along with obtaining the definitive NIF, you must register for specific tax obligations. This includes registering for VAT (IVA) and ensuring you are correctly set up for Corporate Income Tax (Impuesto de Sociedades).
10. Activate with Social Security & Obtain Local Licenses
If the company will have employees, or if an administrator will be actively working, you must register the company with Spain’s Social Security system (Seguridad Social). If you have a physical office, you will also need to apply for municipal operating licenses (licencias de apertura).
Timeline & Costs at a Glance
- Total Formation Timeline: Typically 2 to 6 weeks, depending on document processing and appointments.
- Minimum Share Capital: Legally from €1, but €3,000 is the recommended standard for credibility.
- Estimated Professional Fees: €1,500 – €3,000. This covers all notary, registry, and expert legal fees for a turnkey setup, excluding the share capital.
Why Lextax is Your Ideal Partner
- ✅ End-to-End Legal Partnership: We manage every single step, from your NIE application to your final tax registration, providing a single point of contact.
- 🌐 Seamless Remote Formation: Your location is not a barrier. We use a secure power of attorney to establish your Spanish company 100% remotely.
- 🗣️ Clear Communication in Your Language: Our expert team includes native speakers of English, Spanish, Dutch, and French, ensuring nothing is lost in translation.
- 📲 Future-Proofing Your Business: We proactively prepare your company for Spain’s mandatory e-invoicing law (Ley Crea y Crece), ensuring you are compliant from day one.
Conclusion
While the process of forming a Spanish SL is detailed, it doesn’t have to be difficult. This 10-step blueprint provides a clear path to success. By ensuring every legal requirement is met with precision, you build a solid foundation for your business operations in Spain.
Let Lextax be your strategic partner in this journey, turning legal complexities into your competitive advantage.
Frequently Asked Questions (FAQ)
Can I really form a company in Spain without being a resident?
Absolutely. Residency is not a requirement to be a shareholder or director of a Spanish company. The entire process can be managed remotely by a legal representative like Lextax.
How long does the entire process take from start to finish?
A realistic timeframe is 2 to 6 weeks. The most variable steps are obtaining the NIE for all parties and the final registration at the Mercantile Registry.
What is the practical difference between starting with €1 vs. €3,000?
Starting with €3,000 signals solvency and is trusted by banks and suppliers. While starting with €1 is legally possible, it requires you to allocate 20% of your profits to a legal reserve until you reach €3,000 and holds shareholders personally liable for debts up to that amount.
What are the ongoing costs of maintaining an SL in Spain?
Ongoing costs include accounting and tax filing fees, a corporate tax on profits (currently 25% for most), and annual filing of the company’s accounts with the Mercantile Registry.
What is the difference between being an autónomo (sole trader) and forming an SL?
The main difference is liability. As an autónomo, you are personally liable for all business debts. With an SL, your personal assets are protected, and liability is limited to the capital invested in the company. An SL also projects a more professional and scalable business image.