How much does it cost to form an SL in Spain? Components and variables of the budget

Many entrepreneurs come to us without knowing what goes into the cost of forming a sociedad limitada. Search results mix up the minimum share capital with notarial fees, the gestoría cost with registry charges. And express formation services that promise incorporation in 48 hours at very low prices do not always include everything a company needs to be fully operational from day one. This guide sets out the components of the cost of forming an SL in Spain, distinguishing mandatory expenses (notary, registry, capital), optional but recommended items (bespoke articles of association, shareholders' agreement, initial tax advisory), and those that depend on the complexity of the corporate structure.

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How we work

From first contact to case completion

  1. Company name reservation and articles of association

    We apply for a negative certificate of company name (certificación negativa de denominación) from the Registro Mercantil Central. We draft the articles of association (estatutos sociales) tailored to the activity, the number of partners, the voting majority regime, and any shareholder agreements that need to be reflected.

  2. Notarial deed and bank account opening

    We coordinate the notary appointment, prepare the deed draft and manage the opening of the bank account for the share capital deposit. The minimum share capital is 1 euro (since Ley 18/2022); it can be evidenced by a bank certificate or by a valuation of non-cash contributions.

  3. Companies Registry registration

    We file the deed at the Companies Registry of the relevant province and track the process through to final registration. We also handle the registration with the tax authority (Modelo 036) and the registration of the directors and shareholders.

  4. Operational launch

    Once the company is registered, we coordinate the opening of the permanent corporate bank account, the execution of contracts with the ongoing tax and accounting adviser, adhesion to the applicable collective bargaining agreement if required, and any licence or authorisation needed before starting operations.

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The problem

Many entrepreneurs come to us without knowing what goes into the cost of forming a sociedad limitada. Search results mix up the minimum share capital with notarial fees, the gestoría cost with registry charges. And express formation services that promise incorporation in 48 hours at very low prices do not always include everything a company needs to be fully operational from day one. This guide sets out the components of the cost of forming an SL in Spain, distinguishing mandatory expenses (notary, registry, capital), optional but recommended items (bespoke articles of association, shareholders' agreement, initial tax advisory), and those that depend on the complexity of the corporate structure.

Our solution

At BMC we manage the formation of Spanish limited companies end to end: drafting bespoke articles of association, notarial deed, Companies Registry registration, and registration with the tax and social security authorities. We work with trusted notarial practices in the main Spanish cities and coordinate all formalities so the client receives a fully operational company within the agreed timeframe. The initial consultation is free. See our [fee structures](/es/honorarios) for further information.

Process

How we do it

1

Company name reservation and articles of association

We apply for a negative certificate of company name (certificación negativa de denominación) from the Registro Mercantil Central. We draft the articles of association (estatutos sociales) tailored to the activity, the number of partners, the voting majority regime, and any shareholder agreements that need to be reflected.

2

Notarial deed and bank account opening

We coordinate the notary appointment, prepare the deed draft and manage the opening of the bank account for the share capital deposit. The minimum share capital is 1 euro (since Ley 18/2022); it can be evidenced by a bank certificate or by a valuation of non-cash contributions.

3

Companies Registry registration

We file the deed at the Companies Registry of the relevant province and track the process through to final registration. We also handle the registration with the tax authority (Modelo 036) and the registration of the directors and shareholders.

4

Operational launch

Once the company is registered, we coordinate the opening of the permanent corporate bank account, the execution of contracts with the ongoing tax and accounting adviser, adhesion to the applicable collective bargaining agreement if required, and any licence or authorisation needed before starting operations.

Case by case
Detailed quote provided after initial analysis
2-4 weeks
Typical formation timeline
1€
Minimum share capital since 2022 (returnable, not a cost)

What makes up the cost of forming an SL in Spain?

The total cost of forming a sociedad limitada in Spain comprises three distinct elements:

  1. Notarial fees — regulated by RD 1426/1989, they depend on the share capital and the length of the deed.
  2. Companies Registry fees — set by the official schedule, they vary with the share capital.
  3. Advisory fees — for the end-to-end management of the process (articles of association, deed, registration, tax authority registration).

Added to this is the minimum share capital of 1 euro (since Ley 18/2022), which is not a cost: it is the company’s first asset, available for the company’s activities; below 3,000 € special reserve rules and joint and several partner liability apply. Official costs (notary and registry) are regulated; advisory fees are agreed case by case. See our fee structures to understand the general approach.

Variables that determine the advisory budget

The cost of forming an SL is not the same for every project. The factors that most influence the budget are as follows.

Number of partners and share classes. A sole-partner SL with standard capital is the simplest case. When there are multiple partners with different percentage holdings, or different share classes are created (with different economic or voting rights), the deed becomes more complex and the articles require more work.

Need for a shareholders' agreement. A shareholders’ agreement is a private document that governs the arrangements between the founders: pre-emption rights, lock-up provisions, vesting of shares, dispute resolution mechanisms. Its drafting is highly recommended when there is more than one partner and is quoted as an additional service, but it prevents future disputes that would cost far more to resolve.

Nature of the activity. Some activities require administrative authorisations before or simultaneously with registration (financial services, healthcare, transport, private security). Managing these authorisations involves an additional cost that depends on the relevant authority and the complexity of the file.

Non-cash contributions. If a partner contributes assets or rights rather than cash (machinery, intellectual property rights, real estate), a valuation report is required, adding time and cost to the process.

Fee transparency at BMC

At BMC we quote company formations in detail, distinguishing between third-party costs (notary, Companies Registry) and our service fees. We do not charge supplements for coordination or for queries related to the formation. The quote is provided in writing before any formality begins, and we do not change the price unless the scope changes materially at the client’s direction.

The initial consultation to analyse the most appropriate structure for your project is free of charge and without obligation.

Request your no-obligation quote →

FAQ

Frequently asked questions

The cost comprises three elements: (1) Notarial fees regulated by RD 1426/1989 based on the share capital and the length of the deed, (2) Companies Registry fees under the official schedule, which also vary with the share capital, and (3) Advisory fees for end-to-end management. Added to this is the minimum share capital of 1 euro (since Ley 18/2022), which is not a cost but the company's first asset; below 3,000 € special reserve rules and joint and several partner liability apply. See our fee structures to understand how we price the service element.
Notarial fees for the incorporation deed of an SL are regulated by RD 1426/1989 and depend on the share capital and the number of pages in the deed. If the deed is more extensive (several partners with different share classes, non-cash contributions, highly customised articles of association), the cost increases. Individual notarial practices may apply slightly different rates within the official schedule.
Companies Registry fees for the first registration of an SL are set by the official schedule and vary according to the share capital: the higher the capital, the higher the registration fee. To this must be added the cost of the negative certificate of company name and, in some cases, the fees of the procurador or manager who files the documentation.
Advisory fees for managing the full formation process are calculated based on complexity: number of partners, share classes, need for a shareholders' agreement, non-cash contributions, and regulated activities. Standard services include bespoke articles of association, the deed, registration, and tax authority registration. After the initial consultation we provide a detailed written quote.
The minimum share capital is 1 euro since Ley 18/2022 (Crea y Crece). Below 3,000 euros, the company must allocate 20% of its profits to the legal reserve until net assets reach 3,000 €, and partners bear joint and several liability for that shortfall in the event of winding up. Whatever the amount, the share capital is the company's first asset.
The Sociedad Limitada Nueva Empresa (SLNE) and express formation processes (via the CIRCE system or with standard template articles) can reduce timescales. However, the standard template articles are very basic and may not fit the reality of the business. For a project with multiple partners, different share classes, drag-along/tag-along provisions, or regulated activities, bespoke articles are essential, even if they take slightly longer.
The full process, from the name application to receiving the company with its definitive CIF and registered, typically takes between 2 and 4 weeks under normal conditions. The usual bottleneck is the Companies Registry, which in some provinces has registration timescales of 10-15 business days. There are ways to shorten this (using the provisional CIF to start operating before final registration).
Items frequently omitted from formation quotes include: shareholders' agreement (if there are several founders with specific arrangements), activity or premises licences, social security registration for partners acting as self-employed (autónomos), employment contracts for founders who will be employees, corporate bank account opening, registration with sector-specific regulators (if applicable), and of course the ongoing tax and payroll advisory fees once the company is operational.
Later amendments to the articles (change of business purpose, change of director, capital increase, change of registered office) require a new notarial deed and Companies Registry registration. Each amendment is quoted separately based on its complexity. This reinforces the value of getting the articles right from the outset.

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Frequently asked questions

Questions about How Much Does It Cost to Form an SL in Spain?

The cost comprises three elements: (1) Notarial fees regulated by RD 1426/1989 based on the share capital and the length of the deed, (2) Companies Registry fees under the official schedule, which also vary with the share capital, and (3) Advisory fees for end-to-end management. Added to this is the minimum share capital of 1 euro (since Ley 18/2022), which is not a cost but the company's first asset; below 3,000 € special reserve rules and joint and several partner liability apply. See our fee structures to understand how we price the service element.
Notarial fees for the incorporation deed of an SL are regulated by RD 1426/1989 and depend on the share capital and the number of pages in the deed. If the deed is more extensive (several partners with different share classes, non-cash contributions, highly customised articles of association), the cost increases. Individual notarial practices may apply slightly different rates within the official schedule.
Companies Registry fees for the first registration of an SL are set by the official schedule and vary according to the share capital: the higher the capital, the higher the registration fee. To this must be added the cost of the negative certificate of company name and, in some cases, the fees of the procurador or manager who files the documentation.
Advisory fees for managing the full formation process are calculated based on complexity: number of partners, share classes, need for a shareholders' agreement, non-cash contributions, and regulated activities. Standard services include bespoke articles of association, the deed, registration, and tax authority registration. After the initial consultation we provide a detailed written quote.
The minimum share capital is 1 euro since Ley 18/2022 (Crea y Crece). Below 3,000 euros, the company must allocate 20% of its profits to the legal reserve until net assets reach 3,000 €, and partners bear joint and several liability for that shortfall in the event of winding up. Whatever the amount, the share capital is the company's first asset.
The Sociedad Limitada Nueva Empresa (SLNE) and express formation processes (via the CIRCE system or with standard template articles) can reduce timescales. However, the standard template articles are very basic and may not fit the reality of the business. For a project with multiple partners, different share classes, drag-along/tag-along provisions, or regulated activities, bespoke articles are essential, even if they take slightly longer.
The full process, from the name application to receiving the company with its definitive CIF and registered, typically takes between 2 and 4 weeks under normal conditions. The usual bottleneck is the Companies Registry, which in some provinces has registration timescales of 10-15 business days. There are ways to shorten this (using the provisional CIF to start operating before final registration).
Items frequently omitted from formation quotes include: shareholders' agreement (if there are several founders with specific arrangements), activity or premises licences, social security registration for partners acting as self-employed (autónomos), employment contracts for founders who will be employees, corporate bank account opening, registration with sector-specific regulators (if applicable), and of course the ongoing tax and payroll advisory fees once the company is operational.
Later amendments to the articles (change of business purpose, change of director, capital increase, change of registered office) require a new notarial deed and Companies Registry registration. Each amendment is quoted separately based on its complexity. This reinforces the value of getting the articles right from the outset.
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