Creating a Spanish limited company, known as a Sociedad Limitada or SL, is one of the most common ways to start a business in Spain. It generally separates the shareholders’ personal assets from the company’s liabilities and provides a professional structure for dealing with clients, suppliers and investors.

1 Choose and reserve the company name

The first step is to obtain a negative company name certificate from the Spanish Central Commercial Registry. This confirms that the proposed name is available. It is advisable to submit several alternatives in order of preference.

2 Define the shareholders management and business activity

Before incorporation, the founders must decide who the shareholders will be, the percentage owned by each shareholder, who will manage the company, its registered office and the activities it will carry out. If there is more than one shareholder, a shareholders’ agreement is also advisable.

3 Contribute the share capital

An SL may legally be incorporated with share capital starting from one euro. However, special creditor-protection rules apply until the company reaches EUR 3,000. For that reason, incorporating with at least EUR 3,000 is often the more practical option. Capital may be contributed in cash or through assets with an economic value.

4 Prepare the articles of association

The articles regulate the company’s operation and must include its name, corporate purpose, registered office, share capital, ownership structure and management system. The corporate purpose should accurately describe the intended activities and be coordinated with the relevant CNAE business activity codes.

5 Sign the incorporation deed before a notary

The founding shareholders sign the public deed of incorporation before a Spanish notary. A duly authorised representative may also sign under a valid power of attorney. Foreign shareholders and directors will normally require a Spanish Foreigner Identity Number or NIE.

6 Obtain the company tax number

After incorporation, the company applies for a provisional tax identification number or NIF and registers its tax status with the Spanish Tax Agency. Once registration is complete, the company obtains its definitive NIF.

7 Register the company

The deed is filed with the Commercial Registry for the province in which the registered office is located. Registration gives the company full legal personality as a limited company.

8 Complete the subsequent registrations

• Register the applicable tax obligations.
• Apply for the EU VAT register when required.
• Obtain a digital certificate.
• Register the director with Social Security if applicable.
• Obtain sector-specific licenses or permits.
• Register employees before they begin work.

How long does the process take

A straightforward incorporation can be completed quickly when all documents are ready. Obtaining foreign identification numbers, opening a bank account, using foreign powers of attorney or coordinating several shareholders may extend the timeframe.

How Nomadis Legal can help

At Nomadis Legal, we coordinate the full incorporation process, from initial planning to the company’s tax and administrative registrations. Book a consultation with our team and we will help you establish your company correctly from the outset.

This article is for general information only. Legal, administrative and tax requirements may change and should be reviewed for each individual case.