Incorporate a company in Spain: complete requirements and costs for 2026

What type of company should you form in Spain?

The first decision — and the most consequential — is choosing the right legal vehicle. Spain offers several options, and the choice affects your tax position, liability exposure, governance structure, and banking relationships from day one.

Sociedad Limitada (SL) is the standard choice for the vast majority of foreign-owned businesses. It is the Spanish equivalent of a UK private limited company or a German GmbH — limited liability, flexible governance, and manageable compliance requirements. Minimum share capital of €3,000, fully paid at incorporation. Shares (called participaciones) cannot be transferred without the consent of other shareholders, which makes it ideal for closely held businesses with multiple founders.

Sociedad Limitada Unipersonal (SLU) is the single-shareholder SL. Structurally identical, but the sole shareholder must maintain a register of sole-shareholder decisions and disclose the single-ownership status on all corporate documents and the company’s website. This disclosure requirement is the only practical difference.

Sociedad Anónima (SA) requires €60,000 minimum capital (at least 25% paid up at incorporation). Shares (acciones) are freely transferable. The SA is mandatory for certain regulated activities — insurance, credit institutions, collective investment schemes — and for companies intending to list on a Spanish exchange. For a privately held operating business, the SA adds complexity and cost without proportionate benefit.

Branch office (sucursal) is not a separate legal entity — it is a registered extension of the foreign parent company in Spain. The parent retains full legal liability for the branch’s obligations. A branch is simpler and faster to set up than an SL, but Spanish banks and commercial counterparties sometimes prefer dealing with a locally incorporated entity, and the unlimited parent liability can be a concern in regulated sectors.

For most foreign entrepreneurs and companies entering Spain, the SL is the right structure. It provides the liability protection, governance flexibility, and tax planning options that most businesses need.

NIE: the first step you cannot skip

Before any shareholder or director who is not a Spanish national can appear in a Spanish notarial deed, they need an NIE (Número de Identificación de Extranjero). The NIE is a tax and identification number — not a work permit, not a residency right — issued by the Spanish National Police (Cuerpo Nacional de Policía).

There are two routes:

Via Spanish consulate in your home country: The standard route for non-residents. An appointment at the Spanish consulate in your country is required; in some jurisdictions (UK, US, Germany), consulate backlogs can mean 2–4 weeks from appointment to NIE certificate. Documents required: original passport + copy, standard NIE application form (EX-15), supporting documentation explaining the purpose (company incorporation is an accepted reason), official fee payment receipt (tasa 790-012, approximately €10).

Via Spanish National Police in Spain: If you are already in Spain, you can attend a police station appointment (cita previa for NIE at Comisaría de Policía). Typically 1–2 weeks from appointment booking to NIE certificate, though availability varies by city. BMC books cita previa appointments and can attend with you or on your behalf if you grant a power of attorney.

Via power of attorney: If you cannot attend in person, a properly authorised power of attorney allows BMC to apply for the NIE on your behalf.

The NIE is the single most common bottleneck in Spanish company formation. BMC initiates the NIE process on day one — in parallel with the company name reservation — to compress the overall timeline.

Share capital: minimum amounts and the €1 regime

The standard minimum share capital for an SL is €3,000, which must be fully paid up (i.e., transferred into a Spanish bank account in the company’s name) before the notarial deed is signed. The bank issues a deposit certificate (certificado bancario de depósito) confirming receipt of the funds, which the notary requires on the day of signing.

Since the entry into force of Ley 18/2022 (Ley Crea y Crece) in September 2022, it is legally possible to incorporate an SL with a minimum capital of just €1, under the simplified formation (creación de empresa simplificada) regime. However, this regime comes with significant strings attached:

• The company must reserve 20% of annual net profits until the reserve reaches €3,000 — reducing distributable profits in the early years
• The company may not pay dividends until the €3,000 threshold is reached
• Some banks will apply additional due diligence to €1-capital companies, complicating account opening
• Commercial counterparties — suppliers, clients, landlords — may view the minimal capital as a signal of under-capitalisation

BMC generally recommends starting with the standard €3,000 minimum capital. The share capital belongs to the company (not spent on fees) and can be used immediately for legitimate business expenses, so the practical cost difference is negligible for a company with genuine business activity.

The five steps of Spanish company incorporation

Step 1 — Company name reservation (Week 1)

We apply to the Registro Mercantil Central (Central Commercial Registry) in Madrid for a certificación negativa de denominación. This certificate confirms that your chosen company name is not already registered in Spain and reserves it in your name for six months. Processing takes 2–5 business days; the fee is approximately €15–€30.

Naming rules: Spanish company names must end in “S.L.” or “S.L.U.” (for SLs/SLUs) or “S.A.” (for SAs). Generic descriptive names (e.g., “Technology Spain SL”) are often rejected — a degree of distinctiveness is required. We recommend submitting three name options in order of preference.

Step 2 — Articles of association drafting (Week 1–2)

The estatutos sociales (articles of association) are the internal rulebook of the company. They define:

• Company name, registered office, and corporate purpose (objeto social)
• Share capital amount and share structure
• Director appointment and removal procedures and powers
• Transfer restrictions on shares (derechos de adquisición preferente)
• Dividend policy and retained earnings rules
• Dissolution and liquidation procedures

For a straightforward single-director, single-shareholder SL, a standard articles template works well and notaries approve it quickly. For multi-shareholder structures with pre-emption rights, drag-along clauses, veto rights, or preferred share classes, bespoke drafting is essential — and is best done at incorporation rather than amended later.

Step 3 — Share capital bank account and deposit certificate (Week 2–3)

Before the notarial appointment, the minimum share capital must be deposited in a Spanish corporate bank account opened in the company’s name. Opening this account as a non-resident director is the most consistently frustrating step:

• Traditional Spanish banks (BBVA, Santander, CaixaBank) have increased KYC requirements for non-resident-owned companies and may take 2–4 weeks to process an application
• Fintech alternatives (Wise Business, Revolut Business, Pleo) can provide a working Spanish IBAN faster, though not all notaries accept deposit certificates from fintechs
• BMC has working relationships with banking contacts that significantly accelerate this step

Once the account is open and the €3,000 is deposited, the bank issues the deposit certificate. This is taken to the notary on signing day.

Step 4 — Notarial deed (Week 3–4)

The notarial appointment is the formal legal moment of incorporation. All shareholders — or their duly authorised representatives — sign the escritura pública de constitución in front of a Spanish notary (notario). The notary:

• Verifies the identity of all parties (NIEs, passports)
• Reviews the articles of association and share capital certificate
• Witnesses the signing
• Issues certified copies (copias autorizadas) of the deed, which are required for all subsequent steps

Notary fees are set by statutory tariff based on share capital and deed complexity. For a standard SL with €3,000–€10,000 capital: approximately €300–€600.

Step 5 — Tax filing, Commercial Registry, and AEAT registrations (Week 4–6)

Within 30 days of the notarial deed:

1. Transfer Tax filing (form 600): Company formations are exempt from the capital duty that previously applied, but the form must still be filed. It is a formality, but skipping it blocks the registry step.

2. Commercial Registry inscription: The notarial deed, with the stamped form 600, is submitted to the Registro Mercantil Provincial (the Provincial Commercial Registry for the company’s registered office location). Processing typically takes 10–20 business days. Fees: €150–€300. The registry issues a certificación de inscripción confirming the company’s official existence.

3. AEAT census registration (modelo 036): Once the definitive registration is confirmed, BMC files the census declaration with the Tax Authority, which assigns the definitive NIF/CIF and registers the company for corporate income tax and VAT. This must be done before the first invoice is issued.

4. Social Security registration: If the company will have employees, or if the director will receive a salary, the company must register as an employer with the TGSS (Treasury of Social Security) before the first working day of any employee.

Cost breakdown: what you actually pay

BMC provides a fixed-price written quote before any work begins. No surprises, no hourly billing.

Remote incorporation: how it works in practice

The full Spanish SL incorporation process can be completed without the founder setting foot in Spain, through a notarised power of attorney (poder notarial).

The power of attorney must:

1. Be executed before a notary in your home country
2. Be apostilled under the Hague Convention (if your country is a signatory — most EU, UK, and US states are)
3. Be translated into Spanish by a traductor jurado (sworn translator) if not originally in Spanish

BMC provides a template power of attorney precisely worded for Spanish company formation acts and advises on the specific requirements for your country. Once the apostilled, translated power of attorney is in hand, BMC can represent you at the notary, at the bank, and at all registry and tax offices.

Remote incorporation typically adds 1–2 weeks to the process (for apostille and translation preparation) but is otherwise seamless. Clients from the UK, US, Germany, France, the Netherlands, and the UAE have completed their incorporations entirely remotely.

Post-incorporation: what to file and when

Incorporation is the beginning. A Spanish SL has significant ongoing compliance obligations:

Quarterly:

• Modelo 303 (IVA/VAT return): by 20 April, 20 July, 20 October, 30 January
• Modelo 202 (corporate income tax advance payments): April, October, December — required once annual tax liability exceeds €6,000
• Modelo 111/115 (payroll and rent withholding): by 20th of the month following the quarter, if applicable

Annual:

• Modelo 200 (corporate income tax return): by 25 July for December year-end companies
• Annual accounts (cuentas anuales): must be approved by shareholders and filed at the Provincial Commercial Registry within 9 months of year-end (30 September for December companies)
• Modelo 347 (third-party transactions above €3,005): by end of February

Missing these filings generates automatic penalties. BMC provides full ongoing compliance management, with a client portal showing every upcoming obligation and deadline.

Why BMC for your Spanish incorporation

BMC’s company formation service is not outsourced to a gestoría — it is handled entirely in-house by our corporate lawyers and tax advisers. Every incorporation includes:

• Initial structure analysis with written recommendation
• NIE management for all founders and directors
• Company name reservation
• Bespoke articles of association (not a template)
• Notarial coordination (attendance or power of attorney)
• All tax filings and Commercial Registry registration
• Bank account facilitation
• AEAT census registration, NIF, and VAT registration
• Full compliance calendar for the first year
• A single dedicated point of contact throughout

Our fixed-price model means you know the total cost before we start. The typical timeline from instruction to operational company with a bank account and NIF is 10 to 15 business days.

For founders relocating to Spain alongside their company, BMC can also advise on the Beckham Law (Art. 93 LIRPF) — the expatriate tax regime that allows qualifying new residents to pay IRPF at a flat 24% rate for six years, a significant advantage for high-income founders drawing a salary from their newly incorporated SL.

If you are a US company or entrepreneur looking specifically for guidance on the SL as an LLC equivalent, or if you want a broader guide to setting up a business as a foreigner, BMC’s dedicated services cover every angle of the Spanish company formation landscape.