Launching a Spanish Sociedad Limitada (SL) lets expats hire staff, issue invoices, and access local financing. This guide outlines the legal steps, paperwork, and post-incorporation tasks entrepreneurs must complete to open their company quickly while remaining compliant with Spanish regulations.

Table of contents

SL vs. Autónomo: which is best?

Choose an SL if you plan to:

  • Limit personal liability for business debts.
  • Share ownership with partners or investors.
  • Deduct a wider range of business expenses.
  • Draw a salary and dividends with optimal tax planning.

Freelancers with lower revenue may prefer autónomo status initially, then upgrade to an SL once turnover surpasses €60,000–€80,000 per year.

Pre-incorporation requirements

Before forming the company:

  • Obtain NIEs for all shareholders and directors.
  • Draft bylaws outlining the corporate purpose, share capital, and governance rules.
  • Decide on the company’s registered address and director structure.
  • Prepare a share capital contribution of at least €3,000 (cash or assets).

Reserving the company name

Submit a negative name certificate (certificación negativa) request to the Central Mercantile Registry (RMC):

  1. Propose up to five company names.
  2. Pay the registry fee and file the request online or via courier.
  3. Receive the certificate within 2–3 business days; it is valid for three months.

Depositing share capital

  • Open a Spanish business bank account using shareholder identification and draft bylaws.
  • Deposit the minimum €3,000 capital and obtain a bank certificate confirming the funds.
  • Alternatively, contribute assets and provide an auditor’s valuation report.

Signing the notary deed

Schedule a notary appointment to sign the escritura de constitución:

  • Provide the name certificate, bylaws, bank certificate, NIEs, and director acceptance letters.
  • Directors sign in person or via power of attorney.
  • The notary issues a provisional tax identification code (CIF provisional).

Tax and Social Security registrations

After notarisation:

  1. Submit Modelo 036 to register the company with the Spanish Tax Agency (AEAT) and obtain the final CIF.
  2. Register for VAT (IVA) and corporate tax (IS) obligations.
  3. Enroll directors and employees with Tesorería General de la Seguridad Social.
  4. Activate digital certificates for the company and administrators to handle electronic filings.

Ongoing compliance obligations

  • Maintain proper bookkeeping and file annual accounts with the Mercantile Registry.
  • Submit quarterly VAT returns (Modelo 303), annual VAT summary (Modelo 390), and corporate tax return (Modelo 200).
  • Hold annual general meetings to approve financial statements.
  • Renew digital certificates every two years and keep corporate books updated.

FAQs

Can I form an SL remotely? Yes. Grant a power of attorney to a Spanish representative and sign documents electronically when allowed by the notary.

Do I need a Spanish bank account? Yes. Share capital must be deposited in a local bank or certified via an asset appraisal.

How long does incorporation take? Expect 2–4 weeks if paperwork is complete and bank compliance checks are satisfied.

Get personalised incorporation support—book a consultation.