Company Formation in Spain

Last updated: April 2026.

Spain is the EU's fourth-largest economy and now lets founders incorporate a Sociedad Limitada with just €1 of share capital under the Crea y Crece Law (Law 18/2022). The workhorse vehicle is the SL — short for sociedad de responsabilidad limitada — filed before a Spanish notary and inscribed at the Registro Mercantil provincial. Standard corporate tax is 25%, dropping to 15% for the first two profitable years of a newly formed company and for certified startups under the Ley de Startups. Micro-enterprises with turnover under €1 million now benefit from a reduced bracket: 17% on the first €50,000 of profit, 20% on the rest, under the 2024 corporate tax reform.

We form Spanish SLs, SLUs, and SAs end to end: NIE procurement, name reservation, notarial deed coordination, capital deposit, Registro Mercantil inscription, CIF, VAT activation via modelo 036, TGSS enrolment, beneficial-owner filing, and a business bank introduction. Fixed price. Spanish-speaking manager. Notary, registry, and gestoría fees built in.

Quick facts	Value
Corporate income tax (Impuesto sobre Sociedades) — standard	25%
New company — first two profitable years	15%
Certified startup (Ley de Startups) — first profitable year + next 3	15%
Micro-enterprise (turnover < €1M) — 2026	17% on first €50,000 / 20% on remainder
Small company (€1M–€10M turnover) — 2026	24% (phased to 20% by 2029)
VAT (IVA)	21% standard / 10% / 4% reduced
VAT registration threshold	None — register from first taxable supply
Minimum share capital (SL)	€1 under Crea y Crece; €3,000 legal reserve built via 20% of profits
Minimum share capital (SA)	€60,000 (25% paid up at incorporation)
Minimum directors / shareholders	1 administrador, 1 socio (same person allowed, non-resident allowed)
Residency requirement	None; all directors need a NIE
Standard formation time	4–8 weeks end to end; 1–2 weeks via CIRCE express
Government fees	Included in our packages
Language of filings	Spanish (sworn translation required for foreign documents)
Currency	Euro (EUR)

Why Form a Company in Spain

Spain offers the southern-European footprint of France or Italy without either country's administrative friction. Four specific reasons foreign founders pick it.

€1 share capital on the SL. The Crea y Crece Law of 2022 scrapped the old €3,000 minimum. An SL can now be formed with one euro paid into the capital-deposit account. There is a post-incorporation obligation — 20% of annual profits must be allocated to a legal reserve until the reserve plus capital reaches €3,000 — but the up-front barrier is gone. That makes a Spanish SL cheaper to set up than a German GmbH (€12,500 paid up), a French SAS (practically €1 but notary-intensive), or a Dutch BV (€0.01 but heavier local-director pressure).

15% for new companies and startups. Any brand-new Spanish company pays 15% corporate tax in the first year it turns a profit and the following year. Certified startups under Law 28/2022 get the same 15% rate for the first profitable year and the next three — four years of SME-level tax on a 25% headline regime. The ENISA certification that unlocks startup status is a real process, not a rubber stamp, but once granted it layers on top of other benefits: deferred tax on stock options, reduced social security for solo founders, and faster visa routes for key personnel.

A full-EU entity with deep market access. Spain is in the Single Market, the eurozone, Schengen, and the EU VAT system. A Spanish SL invoices across the EU under the reverse-charge mechanism, receives EU parent-subsidiary dividends tax-free under the 2011 directive, and benefits from Spain's 90+ double-tax treaties — one of the widest treaty networks in the bloc. It is also the natural gateway to Latin America, where Spanish invoices, Spanish accounting records, and Spanish legal-entity recognition carry real weight.

Special regimes for niches. The Canary Islands Special Zone (ZEC) offers a 4% corporate tax rate to qualifying entities with local substance — among the lowest in the EU. The Basque Country and Navarre run their own foral corporate tax systems with rates and credits independent of the national schedule. Ceuta and Melilla enjoy a 50% CIT bonification. None of these apply to every business, but for the right profile they are material.

The trade-offs: all filings are in Spanish and require sworn translation of foreign documents, every director needs a NIE (Número de Identidad de Extranjero), and the mandatory VeriFactu invoicing system — live from 1 January 2026 for companies — adds software compliance work on top of the SII real-time reporting regime that large taxpayers already run.

Company Types Available in Spain

Spanish corporate law under the Ley de Sociedades de Capital recognises several forms. For 95% of cf24 clients, the SL is the right answer.

Sociedad Limitada (SL / S.L.)

The Spanish private limited liability company. Minimum share capital is €1 under the Crea y Crece Law, though a 20% profit reserve must be built until capital plus reserve reaches €3,000. One administrador and one socio suffice — both can be the same natural or legal person, both can be non-residents. Shares (participaciones) are not freely transferable: transfers to third parties require shareholder approval unless the articles say otherwise. Annual accounts and beneficial-owner declarations are filed at the Registro Mercantil; corporate tax returns go to the AEAT via modelo 200. Audit is only required above turnover of €5.7 million, balance sheet of €2.85 million, or 50 employees — two of the three.

Sociedad Limitada Unipersonal (SLU)

The sole-shareholder variant of the SL. Same capital rules, same governance rules, but one shareholder and the word unipersonal on the deed. Used for wholly-owned subsidiaries and single-founder holding companies. All internal decisions are minuted as sole-shareholder resolutions.

Sociedad Anónima (SA / S.A.)

The Spanish joint-stock company. Minimum capital is €60,000 with at least 25% paid at incorporation — €15,000 on day one. Mandatory for listed companies, banks, and insurers. Shares are freely transferable and can be bearer or registered. Uses a board of directors (consejo de administración) or sole administrador. Higher reporting and governance burden than the SL.

Sucursal (Branch)

A foreign company's Spanish branch. Not a separate legal entity — the parent's liability and balance sheet extend to the branch. Registered at the Registro Mercantil with a translated parent deed and a power-of-attorney for the local representative. Useful when the foreign parent wants Spanish presence but not a Spanish subsidiary — for example, to consolidate losses against the parent's home-country profits.

Empresario Individual (Autónomo)

A sole trader, not a company. Personal liability for business debts. Suitable for freelancers but not for limited-liability operational businesses. cf24 does not typically incorporate autónomos.

If your timeline is urgent and you want to skip the notary-plus-Registro wait, our sister brand offers pre-incorporated Spanish SL companies that are transferable in days rather than weeks.

Form	Min capital	Liability	Tax	Common use
SL	€1 (Crea y Crece)	Limited	CIT (25% / 15% new / 17–20% micro)	Default — SMEs, subsidiaries
SLU	€1	Limited	CIT	Sole-shareholder SL
SA	€60,000 (25% paid up)	Limited	CIT	Listed companies, regulated entities
Sucursal	N/A	Parent's	CIT on Spain-source income	Foreign-parent branch
Autónomo	N/A	Personal	IRPF (personal)	Freelancers, sole traders

Step-by-Step Formation Process

A typical SL incorporation for a non-resident founder follows these steps.

1. NIE procurement. Every non-resident founder and director needs a Número de Identidad de Extranjero before they can sign the deed or register with the AEAT. We file the NIE application at the Spanish consulate in the founder's home country, or in Madrid under power of attorney. Consulate turnaround is 2–6 weeks; in-country is 1–2 weeks.

1. Name reservation. We apply to the Registro Mercantil Central for the certificación negativa de denominación — the certificate confirming the proposed name is not already in use. Three alternatives are submitted in ranked order. The certificate is usually issued within 1–3 business days and reserves the name for six months.

1. Capital-deposit account and share payment. A Spanish bank opens a capital-contribution account in the company-in-formation's name. The founder pays in the share capital — €1 upwards under Crea y Crece. The bank issues a deposit certificate for the notary. Most Spanish banks will do this for non-residents with NIE; BBVA, Santander, and CaixaBank are the standard options.

1. Draft articles and notary appointment. We prepare the estatutos sociales and book the notary. Either all founders appear in person at the notary's office, or they sign via an apostilled power of attorney drafted by a local notary and legalised for use in Spain. Standard SL articles fit on ten pages; tailored share classes, transfer restrictions, or drag-along rights add length.

1. Notarial deed — escritura de constitución. The notary reads the deed, confirms capital has been paid in, and all parties sign. The notary immediately requests the provisional CIF (tax identification number) from the AEAT electronically — usually issued the same day. The deed is filed with the Registro Mercantil provincial electronically by the notary's office.

1. Registro Mercantil inscription. The provincial Registro has up to 15 working days to qualify and inscribe the deed. In practice, a clean filing on standard articles inscribes in 7–15 days. Once inscribed, the company exists as a legal person and the provisional CIF converts to the definitive CIF.

1. Post-incorporation registrations. We file modelo 036 to activate VAT (Alta Censal), register the company with the TGSS (Tesorería General de la Seguridad Social) before any employee or administrador fee is paid, declare beneficial owners in the register of real ownership, and enrol in VeriFactu-compliant invoicing software if the company will issue invoices from 2026.

End-to-end timeline from KYC clearance is typically 4 to 8 weeks for a non-resident founder. With NIEs already in hand and standard articles through the CIRCE/PAE online system, that drops to 1–2 weeks.

Required Documents

For each founder, director, and beneficial owner:

• Passport or EU national ID, apostilled and translated if required
• NIE number (or our NIE application package if not yet held)
• Proof of residential address dated within three months
• Tax residency declaration for the shareholder's home jurisdiction
• UBO declaration

For corporate shareholders:

• Apostilled certificate of incorporation of the foreign parent
• Apostilled register of directors or certificate of incumbency
• Board resolution authorising the Spanish subscription
• Sworn Spanish translation of all foreign documents (we arrange through a traductor jurado recognised by the Ministry of Foreign Affairs)
• Beneficial owner declaration for the foreign parent

You also confirm the registered office in Spain (we provide one in Madrid or Barcelona if you do not have a local address), the share capital allocation, the objeto social — the business purpose clauses — and the CNAE codes describing the activities the company will carry out.

Costs and Timeline

Spanish formation costs depend on whether you use standard articles through CIRCE or custom articles via a direct notary appointment, whether NIEs are still outstanding, and whether you need a sworn translator for foreign documents. Capital-deposit account fees vary by bank.

Our packages cover NIE filing for non-resident founders, name reservation at the Registro Mercantil Central, draft articles, capital-deposit account introduction, notary coordination (including video appearances where permitted and apostille logistics where not), Registro Mercantil inscription, CIF issuance, modelo 036 VAT activation, TGSS enrolment, beneficial owner filing, sworn translation of foreign documents, and a business bank account introduction. Contact us for a fixed-price quote — all government, notary, and registry fees are built in.

Typical timeline from KYC clearance:

Day	Milestone
0	Engagement, KYC submitted, NIE filings lodged
5–20	NIEs issued (consular or in-country), name reservation returned
21–25	Capital-deposit account opened, share capital deposited, articles finalised
26–30	Notarial deed signed, provisional CIF issued, electronic filing to Registro Mercantil
30–45	Registro Mercantil inscription completed, definitive CIF activated
45–55	VAT activated via modelo 036, TGSS enrolment, beneficial-owner filing, business bank account opened

Tax Overview for Spanish Companies

Spanish corporate tax (Impuesto sobre Sociedades) is a layered regime — pick the rate your profile qualifies for.

Standard CIT: 25% on taxable profits. This is the default rate for any Spanish-resident company that does not qualify for a reduced bracket.

New company rate: 15%. Any newly formed Spanish company pays 15% on the first tax period in which it generates taxable profit and on the following tax period. Two full years at 15% — a meaningful cash-flow advantage in the early scale-up phase.

Startup rate: 15% for four years. Startups certified by ENISA under Law 28/2022 pay 15% for the first profitable period plus the next three periods — four profitable years at the reduced rate. Certification requires substantive innovation, scalability, and Spanish establishment, but once granted it stacks with other startup benefits.

Micro-enterprise rate: 17% / 20%. Under the 2024 corporate tax reform, companies with prior-year turnover below €1 million pay 17% on the first €50,000 of taxable profit and 20% on the remainder. The reform phases rates down on a set schedule; the 2026 figures above apply in full.

Small company rate: 24%. Companies with turnover between €1 million and €10 million pay 24% in 2026, stepping down to 20% by 2029 under the same reform.

Special territorial regimes. The Canary Islands Special Zone (ZEC) applies a 4% CIT rate to qualifying entities with Canarian substance and employment. Ceuta and Melilla apply a 50% bonification to the headline rate. The Basque Country and Navarre operate foral corporate tax regimes with separate rates and credits. None of these are available by default — each requires local substance and specific registration.

VAT (IVA) is 21% standard, 10% on restaurants and hospitality, 4% on basic foodstuffs and medicines. Spain has no registration threshold — any taxable supply requires registration from day one. Large companies already on the SII real-time VAT reporting system receive invoice data to the AEAT within four calendar days of issuance.

VeriFactu — the certified invoicing software mandate — took effect on 1 January 2026 for companies and applies from 1 July 2026 for autónomos. All invoicing software must generate immutable records and, optionally, report invoice data to the AEAT in real time. The separate Crea y Crece B2B e-invoicing mandate has a confirmed rollout: Ministerial Order active from 1 October 2026, with compliance deadlines from October 2027 for large companies and October 2028 for SMEs and self-employed professionals.

Withholding tax on non-resident dividends is 19% for EU residents and 15% under most treaty standard rates for non-EU shareholders, 0% for qualifying EU parent companies under the Parent-Subsidiary Directive. Interest paid to EU residents is exempt; non-EU interest is taxed at 19%. Royalties are 24% for non-EU recipients, 19% within the EU, reduced under Spain's treaty network — which covers more than 90 jurisdictions.

Banking for Spanish Companies

Spanish business banking is dominated by four big names — Santander, BBVA, CaixaBank, and Banco Sabadell — with strong second-tier options and growing EMI alternatives.

Santander runs the widest international desk of any Spanish bank and opened online non-resident account onboarding to EU residents in early 2025. For business accounts, the Santander One Business bundle is the standard non-resident corporate product. English-language corporate desk in Madrid and Barcelona. The bank typically asks for the Registro Mercantil extract, the CIF, and the administrador's NIE before operational limits are lifted.

BBVA is Spain's most digital large bank. The BBVA empresas platform is strong for day-to-day treasury, FX, and payroll. Non-resident administradores can onboard with a NIE and apostilled corporate documents; the mobile app works in English. BBVA's POS and card acquiring is competitive for businesses with Spanish retail activity.

CaixaBank became the first Spanish bank to allow fully remote non-resident onboarding through its HolaBank international-clients service. The CaixaBankNow business platform covers SEPA, SWIFT, FX, and integrated accounting feeds. Good option when the administrador cannot easily visit Spain.

Banco Sabadell competes by being more flexible with non-resident and foreign-controlled companies than the top three. Lower entry thresholds, faster onboarding for smaller companies, and an English-speaking international desk in Alicante and Madrid. A frequent cf24 pick for mid-sized non-resident structures.

Bankinter is smaller and premium, useful for holding structures, wealth-management integration, and non-resident investors who want a more private-banking feel. ING España offers a mostly-digital account for autónomos and micro-SLs and is cost-effective for businesses without heavy cash handling.

Wise Business, Revolut Business, and N26 Business cover the EMI alternative. Full remote onboarding, euro IBANs, multi-currency balances, SEPA and SWIFT, and card issuance. Not substitutes for a full Spanish bank when the company needs credit lines, mortgages, or Spanish direct-debit set-ups for tax payments, but an excellent day-one account while the Spanish bank process runs in parallel.

Frequently Asked Questions

Can a foreigner open an SL in Spain?

Yes. Spanish company law imposes no residency or citizenship requirement on shareholders or administradores of an SL. A non-resident can be the sole shareholder and sole administrador from day one. The only practical adjustment is that every non-resident director must hold a NIE before signing the deed or registering with the AEAT — we handle the NIE filing as part of our standard package.

How long does it take to register a Spanish SL?

End to end, typical timing is 4 to 8 weeks for a non-resident founder — the NIE, name reservation, capital-deposit account, notary appointment, Registro Mercantil inscription, CIF, and VAT activation all sit in the critical path. With NIEs already in hand and standard articles filed through the CIRCE online system, incorporation can complete in 1 to 2 weeks.

What is the minimum share capital for a Spanish SL in 2026?

Since the Crea y Crece Law of 2022, an SL can be incorporated with €1 of share capital. A post-incorporation obligation applies: 20% of annual profits must be allocated to a legal reserve until the reserve plus share capital reaches €3,000. Creditor protection provisions also apply while the reserve is building. The SA minimum remains €60,000 with 25% paid up.

What is the corporate tax rate in Spain?

The standard Impuesto sobre Sociedades rate is 25%. A 15% reduced rate applies to newly formed companies in their first two profitable years and to ENISA-certified startups for four profitable years. Micro-enterprises with turnover below €1 million pay 17% on the first €50,000 and 20% on the rest. Small companies with turnover between €1 million and €10 million pay 24% in 2026.

Do I need a NIE to set up a company in Spain?

Yes — every non-resident founder and director needs a Número de Identidad de Extranjero before they can sign the notarial deed, receive the CIF, or be entered on the Registro Mercantil. We file NIE applications through the Spanish consulate in the founder's home country or in Madrid under power of attorney. Consulate turnaround is 2–6 weeks, in-country is 1–2 weeks.

What is VeriFactu and does my company need it?

VeriFactu is Spain's certified invoicing software regime. From 1 January 2026 companies issuing invoices from Spain must use invoicing software that generates immutable records and meets AEAT technical standards. Autónomos follow on 1 July 2026. Large companies already on the SII real-time reporting system are not required to use VeriFactu separately. We include a VeriFactu-compliant invoicing setup in our accounting packages.

What is the difference between an SL and an SA in Spain?

The SL is the Spanish private limited liability company — €1 minimum capital under Crea y Crece, restricted share transfers, simpler governance. The SA is the joint-stock company — €60,000 minimum with 25% paid up, freely transferable shares, mandatory board governance above certain sizes. Listed and regulated businesses must use the SA. Virtually every non-resident SME picks the SL.

Get Started — Form Your Spanish Company

A fixed-price quote in 60 seconds. SL incorporation end to end, from NIE to operational company with a Spanish bank account. Startup Law certification assessed during onboarding when eligible. All notary, Registro Mercantil, and gestoría fees included.

Call +48 2222 5 2222 or email [email protected] to start. Most Spanish formations for non-resident founders close within 4 to 8 weeks, and we can often complete in 1 to 2 weeks when NIEs are already in hand.

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Content prepared by Aleksandra Kowalska, Corporate Client Service. Approved by Tomasz Bielski, Managing Director.