How to Set Up a Company in Spain as a Foreigner (SL Guide)

Setting up a company in Spain as a foreigner is entirely possible, and most of the process can be prepared remotely. The usual vehicle is the Sociedad Limitada (SL), Spain’s private limited company. This guide walks through the steps in the order they actually happen, what you need before you start, and where founders usually lose time.

Is an SL the right structure?

The SL is the default choice for foreign founders and for international groups opening a Spanish subsidiary. Shareholders’ liability is limited to their contribution, the company can have a single shareholder (SL unipersonal), and the governance rules are straightforward.

The main alternatives are:

• Branch (sucursal) of a foreign company: no separate legal personality; the parent is fully liable. Useful when you want the Spanish activity consolidated directly into the parent.
• Sociedad Anónima (SA): designed for larger companies, with higher minimum capital and stricter formalities.
• Self-employed (autónomo): only suitable for individuals personally resident in Spain.

For most international founders, the SL is the cleanest way to sign contracts, hire, open a bank account and invoice Spanish clients.

What you need before you start

1. A Spanish tax identification number (NIE or NIF)

Every non-resident shareholder and director needs a Spanish identification number. Individuals obtain an NIE (Número de Identidad de Extranjero); foreign companies that become shareholders need a NIF for non-residents. The NIE can be requested at a Spanish consulate abroad or in Spain, and it can also be handled through a representative with a power of attorney. Start this step first: it is the most common cause of delay.

2. A company name certificate

The proposed name must be registered with the Registro Mercantil Central, which issues a certificate confirming it is not already in use. You can submit several alternatives in order of preference.

3. Share capital and a Spanish bank account

Since the 2022 reform known as the Ley Crea y Crece, the legal minimum capital of an SL is €1. In practice, companies with less than €3,000 of capital are subject to additional rules (such as allocating part of profits to a legal reserve until that figure is reached), so many founders still contribute €3,000 to keep things simple. Cash contributions are deposited in a Spanish bank account opened in the name of the company in formation, and the bank issues a certificate. Opening that account as a non-resident takes preparation: banks will apply know-your-customer checks to every shareholder and ultimate beneficial owner.

4. Articles of association (estatutos)

The bylaws set out the company name, registered office, corporate purpose, capital, and how the company is managed: a sole director, joint directors or a board.

Step by step: incorporating the SL

1. Obtain the NIE/NIF for every shareholder and director.
2. Reserve the company name at the Registro Mercantil Central.
3. Open the bank account and deposit the capital (or prepare the documentation for a contribution in kind).
4. Sign the public deed of incorporation before a Spanish notary. Non-residents can sign in person or through a representative holding a notarised and apostilled power of attorney.
5. Obtain the company’s provisional tax number (NIF) from the Agencia Tributaria.
6. Register the company at the provincial Registro Mercantil. Once registered, the company has full legal personality and receives its definitive NIF.
7. Register for taxes: file the census declaration (modelo 036) to register for corporate tax and VAT, and for the relevant activity.
8. Declare the foreign investment: foreign shareholdings are generally reported to the Spanish Investment Registry (form D-1A). Certain sectors and investors are subject to prior authorisation.

Spain also offers a fully electronic route through the CIRCE system and the PAE network (Puntos de Atención al Emprendedor), which can shorten timelines for simple companies with standard bylaws.

After incorporation: the obligations that follow

Incorporation is the beginning, not the end. A Spanish SL has to:

• keep accounting records under the Spanish General Accounting Plan;
• file quarterly VAT and withholding returns, and an annual corporate tax return;
• approve and deposit annual accounts at the Registro Mercantil;
• register employees with Social Security (Seguridad Social) before they start working;
• keep its beneficial ownership information up to date.

Most foreign-owned companies appoint a local gestoría or accounting firm for recurring filings. The important decision is choosing it before you incorporate, so the tax registration is correct from day one.

Common mistakes foreign founders make

• Starting with the bank instead of the NIE. Without identification numbers, nothing else moves.
• Generic corporate purpose. The activity described in the bylaws should match what you will really do, including the activity codes used for tax.
• Ignoring the director’s tax position. Paying a director, or having a director resident abroad, has tax and Social Security consequences that should be planned.
• Underestimating translation and apostille. Documents issued abroad generally need an apostille and a sworn translation into Spanish.
• No plan for substance. If the company will be managed from outside Spain, tax residence and permanent establishment questions must be considered.

How long does it take?

With all documents ready, the notarial signing and registration can move quickly. In practice, the overall timeline is driven by the NIE, the bank account and document legalisation. Plan for several weeks rather than days, and treat any promise of a “24-hour company” as applying only to the registration step.

Choosing the management structure

The articles must choose one of four forms: a sole director, several joint and several directors, several joint directors or a board. Subsidiaries of foreign groups often use a sole director or two joint directors (dual signatures). Changing it later needs a resolution and a registry filing. Also obtain the company’s digital certificate early: electronic notifications from the tax and Social Security authorities are mandatory for companies.

Official sources

• Spanish Government business portal: administracion.gob.es
• Business creation (CIRCE / PAE): paeelectronico.es
• Tax Agency: agenciatributaria.es
• Central Commercial Registry: rmc.es

Rules change; always check the current requirements on official sources or with a licensed professional before acting.

How Focaly Group helps

Our Company Formation & Expansion practice coordinates the entire process: NIE applications, name reservation, bank introduction, notary and registry, and tax registration: working with licensed Spanish notaries and advisers where the law requires them. If you are also moving people to Spain, our HR & Relocation team can run hiring and relocation in parallel.