Europe · Company formation
Company formation in Spain
This suits founders who want a credible EU operating company with full market access. There is no minimum-capital barrier. In exchange, you accept notary involvement and Spanish tax and reporting obligations.
At a glance
- Entity
- Private limited company (Sociedad de Responsabilidad Limitada, SL) — the default vehicle for foreign founders
- Corporate tax
- 25% general rate (2026). Newly created companies pay 15% in the first two tax periods with positive profits; micro-enterprises (turnover under EUR 1M) pay 19% on the first EUR 50,000 and 21% above; small companies (turnover under EUR 10M) pay 23%.
- Incorporation time
- ~1-2 weeks via the CIRCE/PAE electronic route with standard bylaws; ~2-4 weeks for a foreign-founder setup with NIE, custom bylaws and apostilled documents
- Minimum capital
- EUR 1 minimum since Ley 18/2022 'Crea y Crece'. Below EUR 3,000, at least 20% of annual profit must go to legal reserve and shareholders are jointly liable up to EUR 3,000 on liquidation, so EUR 3,000 is still the practical baseline.
- Resident director
- No residency requirement — directors may be non-residents of any nationality. Each foreign director and shareholder must obtain a Spanish NIE before signing the incorporation deed.
- Audit
- Statutory audit only if the company exceeds two of three limits for two consecutive years: total assets over EUR 2.85M, net turnover over EUR 5.7M, or more than 50 employees. New SLs are otherwise audit-exempt.
- Remote set-up
- Yes. A non-resident can incorporate without travelling by granting an apostilled power of attorney (Hague Convention) to a Spanish lawyer, but every founder still needs a Spanish NIE first, the deed is notarised before a Spanish notary, and foreign-language documents need a sworn Spanish translation.
- Government fee
- Spain has no single flat state incorporation fee; the mandatory public charges are the notary deed plus Registro Mercantil registration (which includes BORME publication). Via the CIRCE/PAE express route with standard bylaws these are capped at roughly EUR 60 (notary) and EUR 40 (registry); a custom deed scales with capital, typically EUR 300-800 notary and EUR 100-400 registry. Name reservation (certificacion negativa) is about EUR 15-40.
- Best for
- This suits founders who want a credible EU operating company with full market access. There is no minimum-capital barrier. In exchange, you accept notary involvement and Spanish tax and reporting obligations.
The process
- Obtain NIE for each foreign shareholder and director, and reserve the company name (certificacion negativa del nombre) at the Registro Mercantil Central
- Open a bank account and deposit the share capital (or contribute in kind), obtaining the bank certificate; grant an apostilled power of attorney if founders are not attending in person
- Sign the deed of incorporation (escritura publica) with approved bylaws before a Spanish notary
- Register the company at the provincial Registro Mercantil (BORME publication follows), then obtain the definitive CIF/NIF and register for tax and social security
What can go wrong
- Incorporating with EUR 1 is legal but triggers the 20%-of-profit reserve rule and shareholder liability up to EUR 3,000 on wind-up; most founders still fund EUR 3,000.
- The 15% new-company rate applies only to the first two profitable years and excludes 'equity companies' (sociedades patrimoniales) whose assets are mainly passive — a holding SL may not qualify.
- Every foreign participant needs an NIE before notarisation, which is often the real bottleneck; NIE appointments and apostilled/sworn-translated documents can add weeks to the timeline.
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Form a company in Spain?
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