Spain is one of the most accessible European markets for foreign entrepreneurs and investors, but the administrative process of setting up a company involves requirements that can be unfamiliar and time-consuming for non-residents. The NIE (tax identification number for foreigners), document apostille, notarial formalities, and the interaction between immigration law and corporate law create a process that, if not managed correctly, can take months instead of weeks. This guide walks through every step of buying a shelf company in Spain as a foreigner, covering EU and non-EU buyers, residents and non-residents, and the tax regimes that apply.
The good news is that none of these requirements are prohibitive. Spain actively welcomes foreign investment and has legal frameworks specifically designed to facilitate it. The challenge is coordination: getting the right documents, in the right format, to the right people, within the right timeframe. A shelf company, combined with a power of attorney, compresses the company acquisition into 48 to 72 hours — but the preparation (NIE, apostille, documents) needs to happen first.
The NIE: your first requirement
The NIE (Numero de Identificacion de Extranjero) is a tax identification number assigned to foreign nationals who have economic, professional, or social interests in Spain. Every foreign individual who will appear as a shareholder or director of a Spanish company needs a NIE.
The NIE is not the same as a residence permit. It is simply a number that allows the Spanish tax and administrative systems to identify you. You can obtain a NIE without being resident in Spain, without intending to move to Spain, and without any immigration implications.
How to obtain a NIE
There are two routes:
Route 1: At the Spanish consulate in your country of residence. This is the standard route for non-residents who are not in Spain.
- Contact the Spanish consulate and request an appointment for NIE application.
- Complete Form EX-15 (Solicitud de Numero de Identidad de Extranjero).
- Attend the appointment with your passport, the completed form, a passport-size photograph, and documentation justifying the need for a NIE (the shelf company purchase contract or a letter from BMC confirming the intended transaction).
- Pay the fee (currently approximately €12, payable via Form 790-012).
- The consulate processes the application and issues the NIE, typically within 1 to 3 weeks.
Route 2: In person at a Spanish police station (Comisaria de Policia). This is faster (often same-day or within 1 to 3 business days) but requires the applicant to be physically in Spain.
- Book an appointment through the Sede Electronica (online portal) of the Policia Nacional.
- Attend the appointment at the designated police station with your passport, Form EX-15, the fee payment (Form 790-012), and justification documentation.
- The NIE is issued on the spot or within 1 to 3 business days.
EU/EEA citizens vs non-EU citizens
| EU/EEA citizens | Non-EU citizens | |
|---|---|---|
| Form | EX-15 | EX-15 |
| Additional documents | None | May require visa or entry stamp |
| Processing time (consulate) | 1 to 2 weeks | 2 to 4 weeks |
| Processing time (in Spain) | Same day to 3 days | Same day to 5 days |
| Validity | Permanent | Permanent |
The NIE number, once assigned, does not expire. It remains the individual’s identifier for all Spanish administrative and tax purposes for life.
Can the NIE application be delegated?
In most cases, no. The applicant must attend the consulate or police station in person. However, some consulates accept applications through a legal representative with a specific power of attorney for NIE application purposes. This varies by consulate and should be confirmed in advance.
At BMC, we prepare all NIE application documentation and, where the consulate permits, coordinate representative attendance. For complex cases (non-EU nationals, applicants in countries without a Spanish consulate), we manage the process through the appropriate channels.
Power of attorney: buying without travelling
The power of attorney (poder notarial) is the mechanism that allows the entire shelf company purchase to be completed without the buyer travelling to Spain. This is by far the most common route for international buyers.
How it works
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BMC prepares the power of attorney document. This is a notarial deed that authorises a named representative in Spain (typically a member of the BMC legal team) to act on the buyer’s behalf for the specific purpose of acquiring the shelf company, signing the share transfer deed, appointing a new director, and completing all related filings.
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The buyer signs the power of attorney. This must be done before a notary in the buyer’s country of residence. The notary verifies the buyer’s identity, witnesses the signature, and certifies the document.
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Apostille or legalisation. The signed power of attorney must be authenticated for international use:
- Hague Convention countries: an apostille is affixed by the competent authority in the buyer’s country. This is the simpler and faster process. Most countries issue apostilles within 1 to 5 business days. Spain, as a Hague Convention signatory, accepts apostilled documents from all other signatory countries without further formalities.
- Non-Hague countries: the document must go through the full legalisation chain (local foreign ministry, Spanish embassy/consulate). This takes 1 to 3 weeks.
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The apostilled power is sent to Spain. Physical document by courier (DHL, FedEx) or, where the country of origin supports it, electronic apostille.
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The representative completes the purchase. With the apostilled power of attorney in hand, the representative attends the notary in Spain, signs the share transfer deed, appoints the buyer (or a designated person) as director, changes the business purpose and registered office, and files all required declarations.
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The company is operational. From the moment the representative signs, the company can invoice, contract, and trade.
Timeline
| Step | Duration |
|---|---|
| Power of attorney preparation (by BMC) | 1 to 2 business days |
| Buyer signs at local notary | 1 day |
| Apostille | 1 to 5 business days (Hague countries) |
| Courier to Spain | 1 to 3 business days |
| Notarial signing in Spain | 1 day |
| Total | 5 to 12 business days |
For buyers who already have a NIE and can arrange the apostille quickly, the total time from decision to operational company is under two weeks — and the company itself is operational from the day of signing, not from the end of some administrative queue.
Power of attorney cost
The power of attorney supplement is two hundred euros plus VAT, added to the shelf company purchase price. This covers the preparation of the document, coordination with the buyer’s local notary, and the representative’s attendance at the Spanish notary. The local notary’s fee in the buyer’s country (typically fifty to two hundred euros, depending on jurisdiction) is paid directly by the buyer.
Document requirements by buyer origin
EU/EEA citizens
| Document | Requirements |
|---|---|
| Passport or national ID | Valid; no additional authentication needed |
| NIE | Required for shareholders and directors |
| Power of attorney | Signed before a notary, apostilled (Hague Convention) |
| Translation | Sworn translation into Spanish if power of attorney is in another language |
EU citizens benefit from simplified requirements. Identity documents are accepted without legalisation. The apostille process is standard and fast. No visa or entry permit is needed.
Non-EU citizens (Hague Convention countries)
| Document | Requirements |
|---|---|
| Passport | Valid; copy certified by notary |
| NIE | Required; apply at Spanish consulate |
| Power of attorney | Signed before a notary, apostilled |
| Translation | Sworn translation into Spanish |
| Additional | Some consulates require proof of economic activity or investment purpose |
Countries in this category include the United States, Canada, Australia, Japan, South Korea, Mexico, Brazil, Argentina, and most of Latin America and Asia-Pacific.
Non-EU citizens (non-Hague countries)
| Document | Requirements |
|---|---|
| Passport | Valid; copy certified by notary |
| NIE | Required; apply at Spanish consulate (longer processing) |
| Power of attorney | Signed before a notary, legalised through diplomatic chain |
| Translation | Sworn translation into Spanish |
| Additional | Full legalisation: local foreign ministry + Spanish embassy/consulate |
Countries in this category include certain Middle Eastern, African, and Asian jurisdictions that have not joined the Hague Convention. The legalisation process adds 1 to 3 weeks compared to the apostille route.
Step-by-step process: the complete sequence
Here is the complete process for a non-resident buying a shelf company in Spain, from initial contact to operational company:
Phase 1: Preparation (parallel steps)
Step 1: Apply for NIE (if not already held). Submit the application at the nearest Spanish consulate. Timeline: 1 to 4 weeks depending on nationality and consulate.
Step 2: Select the shelf company. Choose the company type (SL or SA), capital level, and province. BMC provides a list of available companies with full specifications. Timeline: same day.
Step 3: Anti-money laundering due diligence. BMC verifies the buyer’s identity and conducts AML checks as required by Law 10/2010. The buyer provides a certified passport copy, proof of address, and source of funds documentation. Timeline: 1 to 3 business days.
Steps 1, 2, and 3 run in parallel.
Phase 2: Power of attorney (sequential steps)
Step 4: BMC prepares the power of attorney. The document is drafted in Spanish (with a courtesy translation in the buyer’s language if needed) and sent to the buyer. Timeline: 1 to 2 business days.
Step 5: Buyer signs the power of attorney. The buyer attends a notary in their country of residence, signs the document, and obtains the notarial certification. Timeline: 1 day.
Step 6: Apostille or legalisation. The certified power of attorney is apostilled (Hague countries) or legalised (non-Hague countries). Timeline: 1 to 5 business days (apostille) or 1 to 3 weeks (legalisation).
Step 7: Send to Spain. The apostilled/legalised document is sent by international courier. Timeline: 1 to 3 business days.
Phase 3: Completion (fast)
Step 8: Notarial signing in Spain. BMC’s representative attends the notary with the apostilled power of attorney. The share transfer deed is signed, the new director is appointed, the business purpose and registered office are changed, and the beneficial ownership declaration is executed. Timeline: 1 day.
Step 9: Company operational. The company can invoice, sign contracts, open bank accounts, and trade from the moment the deed is signed. The subsequent registry filings (director change, registered office) run in the background and do not prevent trading. Timeline: immediate.
Total timeline
| Buyer type | Typical total time |
|---|---|
| EU citizen with NIE already in hand | 5 to 8 business days |
| EU citizen without NIE | 10 to 18 business days |
| Non-EU citizen (Hague country) without NIE | 15 to 25 business days |
| Non-EU citizen (non-Hague country) without NIE | 20 to 35 business days |
Compare this with incorporating a new company from scratch as a non-resident: 4 to 10 weeks in most cases.
Tax considerations for non-resident company owners
Buying a shelf company creates a Spanish legal entity. The tax implications depend on the buyer’s personal tax residence and the company’s activities.
Corporate Income Tax (Impuesto sobre Sociedades)
The Spanish company pays Corporate Income Tax at 25% on its worldwide profits (15% for the first two years of activity if it is a newly active company and does not form part of a group). This applies regardless of the shareholder’s nationality or residence.
Non-resident shareholder taxation
If the shareholder remains tax-resident outside Spain, dividends distributed by the Spanish company are subject to Non-Resident Income Tax (IRNR) at a rate of 19% for EU/EEA residents and 19% to 24% for others, subject to applicable double tax treaty provisions. Many treaties reduce the withholding rate to 10% or 15%.
Spain’s extensive network of double tax treaties (over 90 in force) provides relief from double taxation for shareholders resident in treaty countries. The treaty between Spain and the shareholder’s country of residence determines the applicable rates and relief mechanisms.
Our non-resident tax team advises on optimal structuring based on the shareholder’s specific situation and residence.
The Beckham Law (Special Expatriate Tax Regime)
If the buyer plans to relocate to Spain, the Beckham Law (formally, the regimen especial de trabajadores desplazados under article 93 of the Personal Income Tax Law) offers a highly favourable tax regime: qualifying individuals pay a flat 24% rate on Spanish-source income (instead of the progressive scale that reaches 47%) and are exempt from tax on foreign-source income (with certain exceptions) for the first six years of tax residence.
The Beckham Law is available to individuals who:
- Have not been tax-resident in Spain in the previous 5 tax years
- Relocate to Spain due to an employment contract or as a director of a company (provided they do not hold more than 25% of the shares — though this condition can be managed through structuring)
- Register as a tax resident in Spain
The interaction between the Beckham Law and company ownership requires careful planning. The 25% shareholding limit for director access to the regime means that shareholders who own more than 25% may need to access the regime through an employment contract rather than a directorship. This is a technical point that should be discussed with specialist tax counsel.
See our detailed Beckham Law service page for eligibility criteria and structuring options.
Digital nomad visa
Spain’s digital nomad visa (Ley de Fomento del Ecosistema de las Empresas Emergentes, Law 28/2022), also known as the startup law visa, allows non-EU remote workers and entrepreneurs to live in Spain while working for foreign clients or their own company.
Digital nomad visa holders can access the Beckham Law regime, creating a particularly attractive combination: live in Spain, pay a flat 24% on Spanish-source income, and remain exempt on most foreign-source income.
However, if the digital nomad owns and operates a Spanish company (such as a shelf company purchased for this purpose), the income from that company is Spanish-source and is taxed at 24% under the Beckham regime. The foreign-source exemption applies only to income from non-Spanish sources.
For an overview of the immigration pathways relevant to company ownership, see our immigration service.
Real estate through a Spanish company
Foreign investors frequently acquire shelf companies for the purpose of holding Spanish real estate. While individuals can own property directly in Spain, holding it through a company offers several advantages:
Liability protection. The property is owned by the company, not the individual. Creditor claims against the individual do not reach the property (subject to fraud and veil-piercing rules).
Transfer flexibility. Selling the company (share transfer) instead of the property (asset transfer) can reduce transfer tax exposure. Property transfers trigger ITP (Impuesto de Transmisiones Patrimoniales) at 6% to 11% depending on the Autonomous Community. Share transfers, in certain circumstances, may not trigger ITP.
Succession planning. Corporate shares are easier to divide among heirs than physical property. A well-structured company with clear articles of association simplifies inheritance across jurisdictions.
Privacy. As discussed in our article on registry privacy, share transfers in an SL are not publicly registered. The property remains in the company’s name; the company’s ownership changes without public record (subject to the sole shareholder exception).
However, holding property through a company also has disadvantages: the company must file annual accounts and Corporate Income Tax returns even if the property is the only asset, management costs are higher than individual ownership, and the 3% withholding on property sales by non-resident companies (article 25.2 LIRNR) must be managed.
The decision to use a company for real estate should be based on a comprehensive analysis of the specific property, the buyer’s tax residence, the intended holding period, and the succession planning objectives. Our team provides this analysis as part of the shelf company advisory process.
Common mistakes to avoid
Mistake 1: Starting the company formation before the NIE
Some buyers try to incorporate a company before obtaining their NIE, planning to add the NIE later. This does not work. The notary cannot execute the deed without the NIE. The AEAT cannot process the tax registration. Start the NIE application on day one — everything else follows from it.
Mistake 2: Not apostilling the power of attorney
A power of attorney signed at a foreign notary is not valid in Spain without an apostille (or full legalisation for non-Hague countries). Some buyers forget this step and send the document directly to Spain, only to have the Spanish notary reject it. Always apostille before sending.
Mistake 3: Assuming the company can trade before the NIE is issued
The company itself has a definitive CIF and can trade. But if the director needs a NIE and does not yet have one, certain administrative steps (bank account opening in the director’s name, signing contracts that require personal identification) may be blocked. Coordinate the NIE timeline with the company acquisition.
Mistake 4: Ignoring the tax implications of company ownership
Buying a shelf company creates tax obligations — Corporate Income Tax, VAT, withholding taxes, annual accounts. These obligations begin from the moment the company starts trading, which may be the day of purchase. If accounting and tax compliance are not arranged in advance, the first filing deadlines may be missed.
Mistake 5: Assuming Spanish company = Spanish tax residence
Owning a Spanish company does not make you tax-resident in Spain. Tax residence is determined by where you live, where your centre of vital interests is, and (in some countries) by other factors such as citizenship. However, managing a Spanish company can create a permanent establishment in Spain in certain circumstances. The distinction matters and should be assessed by a tax specialist.
Conclusion
Buying a shelf company in Spain as a foreigner is a well-established, fully legal process that can be completed without travelling to Spain. The key requirements — NIE, power of attorney, apostille — are administrative steps that, when properly coordinated, allow a non-resident to have an operational Spanish company within two to four weeks of the initial decision.
The process is the same for EU and non-EU buyers; the differences are in processing times and document authentication requirements, not in legal eligibility. Spain does not restrict foreign ownership of companies, and the shelf company route is used by investors from every continent.
The most important advice for foreign buyers: start the NIE application immediately, engage a full-service provider who manages both the acquisition and the subsequent tax and corporate compliance, and plan the tax structure before completing the purchase — not after.
BMC manages the entire process, from NIE coordination to company transfer to ongoing compliance. Contact our shelf company team to begin.
