Practical guides
SL Formation Checklist — Step by Step
The 10 steps required to incorporate a Sociedad Limitada (SL) in Spain: documents, timelines and approximate costs at each stage.
2–4 weeks
Estimated total time
€500–1,500
Approximate cost
10 steps
Mandatory procedures
Express digital incorporation (48 h)
If you opt for standard model articles and a capital of exactly €3,000, you can incorporate your SL in 48 hours through the Entrepreneur Support Centres (PAE) or via a notary with CIRCE access. This simplified process eliminates some steps and reduces notarial and registry fees. Ideal for straightforward structures with a single director.
Negative certificate of company name
Apply for the certificate confirming that the chosen name is not already registered by another company. You must submit up to 3 name options in order of preference. The certificate is valid for 6 months from the date of issue.
Tip: Apply online via the Central Mercantile Registry portal (rmc.es). Standard resolution time is 24–48 hours.
Open a bank account in the name of the company in formation
Open a bank account under the name "Company Name SL en constitución" and deposit the minimum share capital of €3,000. The bank will issue a capital deposit certificate that you must provide to the notary at the time of signing the deed.
Tip: Some digital banks allow this process to be completed entirely online. Keep the original bank certificate.
Drafting the Articles of Association (Estatutos Sociales)
The articles of association govern the internal operation of the company. They must include at minimum: company name, corporate purpose (business activities to be carried out), registered address, share capital and stakes, management body (sole director, joint and several directors, joint directors, or board of directors), and rules for the transfer of shares.
Tip: For a standard SL you may use standard model articles. For businesses with multiple shareholders or shareholder agreements, legal assistance is recommended.
Public deed before a Notary
All founding shareholders must appear before a notary (or be represented by a proxy) to sign the deed of incorporation. You will need: a valid national ID or NIE for each shareholder, the negative certificate of company name, the bank certificate of capital deposit, and the articles of association.
Tip: The notary will provide public authentication of the act. Request several authorised copies of the deed for subsequent administrative procedures.
Obtain the provisional tax identification number (NIF)
Within 30 days of signing the deed, the director must submit Form 036 (Modelo 036) to the AEAT to obtain the company's provisional NIF. This NIF allows the company to begin trading and issue invoices while the registration with the Mercantile Registry is being processed.
Tip: This can be submitted in person at any AEAT office or through a representative with a power of attorney.
Registration with the Mercantile Registry (Registro Mercantil)
Submit the notarial deed to the Mercantile Registry of the province where the registered address is located. The maximum deadline for registration is 2 months from the date of the deed (although in practice registries typically take 2–4 weeks). Registration grants the company full legal personality.
Tip: Keep the submission receipt. In the event of correctable defects, the registrar will notify you of a deadline to remedy them.
Definitive NIF
Once registered with the Mercantile Registry, submit Form 036 again to the AEAT, providing the registry certificates. The AEAT will replace the provisional NIF with the definitive NIF, which is permanent.
Registration for Business Activities Tax (IAE)
If projected annual turnover exceeds €1,000,000, the company must register for the IAE (Impuesto sobre Actividades Económicas) under the heading corresponding to its main activity. Companies with lower turnover are exempt from payment, but must still notify their registration for census purposes via Form 036.
Tip: Most SMEs are exempt from paying IAE, but must be correctly listed in the AEAT census.
Legalisation of company books
All SLs are required to legalise the following books with the Mercantile Registry: the Daily Ledger, the Inventory and Annual Accounts Book, the Minutes Book (for the management body and the shareholders' meeting), and the Shareholders' Register. Legalisation is carried out electronically through the College of Registrars portal.
Tip: The first legalisation must be completed within 4 months of the end of the first financial year. Do not forget the minutes books from the date of incorporation.
Social Security registration
The director and working shareholders must be registered under the appropriate scheme before commencing activity: under the RETA (Special Scheme for Self-Employed Workers) if they hold more than 25% of the share capital or have effective control of the company; or under the General Scheme as employees if those criteria are not met. Hired employees are registered under the General Scheme via the RED system.
Tip: The deadline for RETA registration is 30 calendar days from the start of activity. Employees must be registered before their first working day.
Timeline and cost summary
| Procedure | Body | Timeline | Approx. cost |
|---|---|---|---|
| Negative certificate of company name | Central Mercantile Registry | 1–2 days | ~€15 |
| Bank account opening | Bank | 1–5 days | €3,000 (capital) |
| Public deed | Notary | 1 day | €300–600 |
| Provisional NIF (Form 036) | AEAT | Immediate | Free |
| Mercantile Registry registration | Provincial Mercantile Registry | 2–4 weeks | €150–200 |
| Definitive NIF (Form 036) | AEAT | 1–2 days | Free |
| Legalisation of company books | Mercantile Registry | 1–2 days | Included in RM |
| RETA / Social Security registration | TGSS | 1–2 days | Subject to contribution base |
| TOTAL (excluding share capital) | 2–4 weeks | €500–1,500 | |
The costs shown are indicative and may vary depending on the complexity of the case, current notarial and registry fees, and the Autonomous Community. They do not include advisory fees.
Considerations before incorporating
Incorporating a Sociedad Limitada (SL) offers significant advantages over operating as a sole trader: liability limited to contributed capital, a fixed corporate tax rate under the Impuesto sobre Sociedades (generally 25%, or the reduced rate of 15% during the first two tax periods with a positive taxable base), greater credibility with third parties, and more flexibility for bringing in shareholders or investors.
However, the SL also entails greater accounting and corporate obligations: annual accounts filing, minutes book, compliance with shareholders' information rights, and in some cases mandatory audit. It is important to assess whether the business volume justifies these additional management costs compared to the sole trader regime.
At BMC we manage the entire incorporation process, from drafting bespoke articles of association to coordinating with the notary and registries. Discover our Company Secretarial service.
Want to incorporate your SL without the hassle?
We handle the entire process: articles of association, notary, registries and Social Security registration. Company ready in 2–4 weeks.