Company registration in Spain

A foreigner can set up a Spanish SL without a residence permit: the Capital Companies Act (Ley de Sociedades de Capital, LSC) does not tie shareholding or the director's office to nationality or residence. Since 2022 the minimum share capital of an SL is EUR 1 (art. 4 LSC). While the capital stays below EUR 3,000, at least 20% of profit goes to the legal reserve and, on liquidation, shareholders are jointly liable for the gap up to EUR 3,000. The company is formed by a notarial deed (escritura) and acquires legal personality on its entry in the Registro Mercantil (arts. 20 and 33 LSC). A company and a residence permit are separate procedures: registering an SL gives no right to live in Spain.

Key facts about the SL

The table lists requirements, rates and thresholds of Spanish law as of October 2026. Notary and registry charges depend on the bylaws and the incorporation route; we name them after reviewing the task. Our fees are not included in these amounts.

How company registration in Spain works

1. Structure and bylaws. We establish who the shareholders and the director will be, who the ultimate beneficial owners are, which business objects are needed and whether model bylaws fit. This decides the incorporation route and the document list.
2. NIE or NIF. Every foreign shareholder and director needs a Spanish tax number. Holders of an NIE use it as their NIF; others obtain an NIF with the letter M from the tax agency (art. 20 RD 1065/2007). A corporate founder obtains an NIF as a non-resident entity.
3. Documents from abroad. Foreign public documents are filed with an apostille or legalisation, and documents in a foreign language with a translation into Spanish by a sworn translator (traductor jurado) (art. 15.3 a of Law 14/2013). A corporate founder provides a recent register extract and a resolution of its management body.
4. Name and capital. We reserve the name with the Registro Mercantil Central (up to five alternatives) and agree how the contribution is proven: by a bank certificate or by the founders' statement of joint liability.
5. Notarial escritura. The founders or their attorneys under a notarial power of attorney sign the escritura and the bylaws before a Spanish notary. In a CIRCE incorporation the notary works with the DUE and passes the documents along the electronic chain.
6. Registro Mercantil. The registrar enters the company in the register of the province of its registered office. Law 14/2013 sets statutory time limits for the registrar and provides for an electronic certificate of entry; after the entry the tax agency issues the company's final NIF.
7. After the entry. Form D-1A within one month, tax registration of the activity and for VAT (IVA), beneficial ownership data, a bank account and bookkeeping.

CIRCE with model bylaws or bespoke bylaws

For a foreign founder the main question is the signature. The escritura can be signed in person before a Spanish notary or through an attorney holding a notarial power of attorney. A power of attorney executed outside Spain is filed with an apostille and a sworn translation. We agree its wording with the Spanish notary before it is signed, so that it does not have to be redone.

Documents from Ukraine and other countries

Ukraine and Spain are parties to the 1961 Hague Convention, so Ukrainian public documents need only the apostille issued in Ukraine, plus a sworn translation. The existence of a foreign corporate founder and the powers of its officers are proven by an apostilled register certificate (art. 5 of the Registro Mercantil Regulation). We obtain the Ukrainian register extract and its apostille in Ukraine: apostille on a Ukrainian register extract. Criminal record certificates, civil status certificates and other papers for Spanish residence are covered on documents from Ukraine for a residence permit in Spain.

Registered office in Spain

An SL must have its domicilio in Spain, at the place where it is actually managed or where its main establishment is (art. 9 LSC). If the registered and the real address differ, third parties may treat either of them as the company's address (art. 10 LSC). We therefore choose the address for the company's real operations: where tax and business mail is received and where the office, warehouse or staff will be.

• the city and province of the address decide which Registro Mercantil keeps the company;
• moving the registered office within Spain is decided by the management body unless the bylaws expressly reserve it to the shareholders (art. 285.2 LSC);
• the company address and the owner's home are different things: residence is proven separately for immigration purposes.

Director: who can manage the company

A Spanish SL is run by its director (administrador). The law allows a sole director, several directors acting jointly or severally, or a board (art. 210 LSC). The director may be an individual or a legal entity and need not be a shareholder (art. 212 LSC). The LSC sets no nationality or residence requirement. The bars concern minors, persons lacking capacity, insolvency disqualification and convictions for the offences listed in art. 213 LSC. The appointment takes effect on the director's acceptance and is filed for registration within 10 days of acceptance (arts. 214–215 LSC). Holding the director's office gives no right to live or work in Spain.

Bank account and capital contribution

A cash contribution at incorporation is proven by a bank certificate of deposit in the company's name. An SL has an alternative: the founders state in the escritura that they are jointly liable to the company and its creditors for the reality of the contributions (art. 62.2 LSC), so incorporation does not depend on the account. The bank opens the account under its own customer due diligence (KYC), and the decision is the bank's. We prepare the corporate file: the escritura, register extract, company NIF, documents on shareholders and beneficial owners, and a description of the business and source of funds.

Changes after registration

A change of director is filed with the Registro Mercantil within 10 days of the new director's acceptance (art. 215 LSC). Amendments to the bylaws are made by escritura and entered in the register (art. 290 LSC). A move of the registered office within Spain is decided by the management body (art. 285.2 LSC). A share transfer is made in a public document (art. 106 LSC). Details: change of director and address of an SL in Spain.

Buying an existing Spanish company

Buying an existing SL means acquiring its shares (participaciones), which is done in a public document, usually before a notary (art. 106 LSC). Unless the bylaws say otherwise, a sale to an outsider requires the company's consent given by the general meeting (art. 107 LSC). The buyer becomes a shareholder vis-à-vis the company once it knows of the transfer and records it in the shareholder register (arts. 104 and 106.2 LSC). If all shares pass to one person, the change of sole shareholder is entered in the register by escritura; if it is not registered within six months, the sole shareholder is personally liable for debts of that period (arts. 13–14 LSC). We hold no stock of ready-made Spanish companies. We check the specific company you found or were offered: register entries, filed accounts, director powers, bylaws and share transfer restrictions.

SL, branch or subsidiary

• Subsidiary SL: a separate Spanish legal entity with capital from EUR 1 and its own taxes and accounts. For most market entry projects it is the clearest structure.
• Branch (sucursal): a secondary establishment of a foreign company with permanent representation and some management autonomy (art. 295 of the Registro Mercantil Regulation). The foreign company registers it with the Registro Mercantil of the branch's location, filing legalised documents on its existence, bylaws, directors and the decision to open the branch (art. 300). Branch profits are taxed as those of a permanent establishment; profits transferred abroad bear an additional 19% tax, with exceptions for EU companies and treaty countries (art. 19 of the Non-Residents Income Tax Act). Whether an exception applies to a given foreign company is checked case by case.

Tax and accounting in brief

• corporate income tax (Impuesto sobre Sociedades): 25%, new companies 15%, in 2026 micro companies 19/21% and companies under EUR 10m turnover 23%;
• VAT (IVA): 21%, reduced 10% and 4%; there is no registration threshold for local businesses, returns are quarterly, monthly above EUR 6,010,121.04 turnover, and are filed even with zero activity;
• dividends to non-residents: 19% withholding; for Ukrainian residents the 1985 Spain–USSR tax convention applies, capping dividend tax at 18%, taxing interest only in the recipient's country and capping royalties at 5%;
• the directors prepare the annual accounts within 3 months of year end, the general meeting approves them within the first 6 months and they are filed with the Registro Mercantil within one month of approval (arts. 253, 164, 279 LSC); from 2027 VeriFactu-compliant invoicing software applies (RD 1007/2023).

Corporate and personal tax, residence and the 1985 convention are covered by the group's tax practice: Spanish company tax and registration on crystal.tax.

What we do in a Spanish project

• structure review: shareholders, director, beneficial owners, business objects, model or bespoke bylaws;
• NIE or NIF for shareholders and the director;
• documents from Ukraine: extracts, powers of attorney, apostille, sworn translation;
• name reservation, draft bylaws and escritura, signing before a notary in person or by proxy;
• Registro Mercantil entry, form D-1A, tax registration;
• corporate file for the bank;
• later corporate changes, due diligence on an existing company before purchase.

Other jurisdictions: company registration abroad, Poland, Czech Republic, Romania, United Kingdom.

Sources

• Capital Companies Act (RDL 1/2010, LSC): arts. 4, 9, 10, 12–14, 20, 33, 62, 104, 106, 107, 164, 210–215, 253, 279, 285, 290
• Law 14/2013 on support for entrepreneurs: arts. 15, 16, 69–70
• Registro Mercantil Regulation (RD 1784/1996): arts. 5, 295, 300
• Royal Decree 1065/2007: art. 20 (NIF of foreign individuals); Orden ECM/57/2024 (foreign investment returns, D-1A)
• Corporate Income Tax Law 27/2014: art. 29, DT 44; VAT Law 37/1992: arts. 90–91; Non-Residents Income Tax Act (RDL 5/2004): arts. 19, 25
• Spain–USSR double taxation convention of 1985; Royal Decree 1007/2023 (VeriFactu)
• Immigration Regulation RD 1155/2024: arts. 83–86

Checked on 9 October 2026.