Incorporating in Spain means choosing an entity, getting a Número de Identificación de Extranjero (NIE), notarizing a deed, and registering with the Registro Mercantil. Most guides still quote an outdated €3,000 minimum for a Sociedad Limitada (SL). That figure is wrong. The SL minimum share capital is now €1, since Ley 18/2022 “Crea y Crece” took effect on 19 October 2022, per the Boletín Oficial del Estado (BOE).
This guide gives foreign founders and US finance teams the exact documents, costs, timelines, and tax rates. For the wider setup context, see the Spain business setup overview.
Why Incorporate in Spain?
Spain gives you access to the European Union (EU) single market, a reduced tax rate for new companies, and a stable civil-law framework. The standard corporate income tax rate is 25%, but newly created companies pay 15% in their first two profitable tax periods, per the Agencia Tributaria. Qualifying companies in the Canary Islands pay just 4%.
What Are the Types of Business Entities in Spain?
The SL is the default entity for small and medium businesses and foreign subsidiaries. The Sociedad Anónima (SA) suits larger, capital-raising companies. A single-shareholder SL, the Sociedad Limitada Unipersonal (SLU), is the standard vehicle for a US parent. Non-EU nationals need work authorization to operate as an autónomo.
| Entity | Minimum capital | Liability | Shareholders | Share transfer | Source |
|---|---|---|---|---|---|
| Sociedad Limitada (SL) | €1 | Limited to capital | 1+, no maximum | Restricted | Ley de Sociedades de Capital (BOE) |
| Sociedad Limitada Unipersonal (SLU) | €1 | Limited to capital | 1 (a person or a company) | Restricted | Ley de Sociedades de Capital (BOE) |
| Sociedad Anónima (SA) | €60,000 | Limited to capital | 1+, no maximum | Freely transferable | Ley de Sociedades de Capital (BOE) |
| Autónomo | None | Unlimited, personal | 1 (self-employed) | Not applicable | Not a separate legal entity |
| Branch (sucursal) | None | Parent fully liable | Parent-owned | Not applicable | Extension of the foreign parent |
| Sociedad Colectiva | No legal minimum | Unlimited, joint | 2+ partners | Restricted | General partnership |
| Sociedad Comanditaria | No legal minimum | Mixed (general + limited) | 2+ partners | Restricted | Limited partnership |
The SL is the closest analog to a US LLC. For the structure-specific walkthrough, see the Spain LLC registration guide.
Spanish Subsidiary vs Branch Office: Which Should a US Company Choose?
Most US companies form an SLU subsidiary for liability ring-fencing and local credibility. A branch (sucursal) suits short-term or project-specific operations. The subsidiary is a separate Spanish legal entity, so the US parent is not liable for its debts. The US-Spain double tax treaty can reduce withholding tax on dividends, interest, and royalties paid to the parent.
| Factor | Subsidiary (SL/SLU) | Branch (sucursal) |
|---|---|---|
| Legal personality | Separate legal entity | Extension of the parent |
| Liability | Ring-fenced to the Spanish entity | Parent fully liable |
| Minimum capital | €1 (SL) | None required |
| Corporate tax base | Spanish-resident company | Spanish-source income of the branch |
| Reporting | Full Spanish accounts | Parent accounts plus branch accounts |
| Profit repatriation | Dividends (treaty relief may apply) | Branch profits remittance |
| Local credibility | Higher | Lower |
A branch still registers with the Registro Mercantil, obtains a Número de Identificación Fiscal (NIF), and appoints a legal representative resident in Spain. For the deeper walkthrough, see the Spain subsidiary setup guide. Weighing a subsidiary against hiring through an employer of record? Use the entity vs EOR calculator.
What Are the Legal Requirements and Documents Needed to Incorporate in Spain?
You need passports or IDs for all shareholders and directors, an NIE for each foreign individual, a negative name certificate from the Registro Mercantil Central, and the notarized deed of incorporation with the articles of association. For a US parent forming an SLU, the parent’s incorporation documents must be apostilled and sworn-translated into Spanish, and the parent needs a Spanish NIF.
| Document | Required or optional | Source or note |
|---|---|---|
| Passport or national ID (each shareholder and director) | Required | Notary and KYC identity check |
| NIE (each foreign individual) | Required | Foreigner tax and ID number |
| Negative name certificate (certificación negativa) | Required | Registro Mercantil Central |
| Deed of incorporation with articles of association | Required | Signed before a Spanish notary |
| Bank certificate of capital deposit | Required (or notary certification) | Confirms share capital paid in |
| Apostilled, sworn-translated parent documents | Required for corporate shareholders | Hague Apostille (US and Spain are parties) |
| NIF for the corporate parent | Required for corporate shareholders | Tax ID for the parent entity |
| Shareholder agreement | Optional, recommended for multi-shareholder SLs | Not filed with the Registro Mercantil |
A criminal record certificate is not a standard SL incorporation document. It applies only to regulated sectors and residence or work visa routes, not the notarial deed or the Registro Mercantil filing.
What Is an NIE Number and Who Needs One?
The NIE (Número de Identificación de Extranjero) is Spain’s foreigner ID number, and every foreign shareholder and every foreign director needs one before incorporation. It is required to sign the deed, own shares, and open bank accounts. A corporate shareholder does not get an NIE; the parent entity needs a Spanish NIF instead.
You can obtain the NIE at an Oficina de Extranjería in Spain, at a Spanish consulate abroad, or through a representative holding a power of attorney (poder notarial). The power of attorney route lets a local representative handle the process, so you never travel to Spain.
Can Non-Residents Incorporate in Spain?
Yes. Non-residents and foreign founders can own 100% of a Spanish SL without living in Spain. You need an NIE for each individual, and you can complete the whole process remotely by granting a power of attorney to a local representative. Owning a company is separate from working in it.
Non-EU founders who will actually work in the Spanish company need work authorization. The autónomo route also requires a residence and work permit for non-EU nationals.
How Do You Register a Company in Spain? Step-by-Step
Incorporation follows seven steps, from choosing the entity to registering for taxes and social security. With NIEs already in hand, the process typically completes in a few weeks.
- Choose your business structure. Pick the SL for most foreign founders, the SLU for a US parent, or a branch for temporary operations. See the entity comparison above.
- Obtain NIEs for all foreign founders and directors, and an NIF for a corporate parent.
- Request the negative name certificate (certificación negativa) from the Registro Mercantil Central; it resolves in up to three working days.
- Open a bank account and deposit the share capital, then get the bank certificate.
- Sign the deed of incorporation before a Spanish notary, with the articles of association attached.
- Obtain the provisional NIF and register the deed with the provincial Registro Mercantil.
- Register with the Agencia Tributaria (Modelo 036 census declaration and VAT) and with Social Security.
Which Business Activities Need Local Licenses or Permits?
Businesses with physical premises need a licencia de apertura or actividad from the local ayuntamiento (town hall), and regulated sectors need extra approvals. Hospitality, retail, and construction commonly require sector-specific permits. Requirements vary by municipality and region, so check with the local town hall before signing a lease.
How Long Does It Take to Incorporate in Spain?
With NIEs already in hand, incorporation typically takes two to four weeks end to end. If NIEs must be obtained first, add one to several more weeks, because consular and Extranjería backlogs are the main bottleneck. The name certificate and the registry inscription are the two steps with fixed statutory windows.
| Step | Typical time | Source |
|---|---|---|
| Negative name certificate | Up to 3 working days | Registro Mercantil Central |
| NIE (per founder or director) | A few days to several weeks | Consulate or Extranjería backlog |
| Notary deed signing | Same day, once documents are ready | Notarial appointment |
| Registro Mercantil inscription | Within 15 working days of filing | Reglamento del Registro Mercantil, Art. 39 |
The name certificate stays valid for three months, and the reserved name is held for six months, per the Registro Mercantil Central. Spanish bureaucracy can add delays, so build in buffer time.
How Much Does It Cost to Set Up an SL in Spain?
Statutory incorporation fees for a standard SL run roughly €115 to €300, plus advisory or gestoría fees and the share capital you deposit. Share capital is the company’s money, not a fee. The name certificate and the notary and registry fees are set by law, so they are predictable.
| Line item | Amount | Source |
|---|---|---|
| Name certificate | €13.52 plus IVA | Registro Mercantil Central |
| Notary fee (capital ≤ €3,100, standard bylaws) | €60 | Real Decreto-ley 13/2010 |
| Notary fee (other cases) | €150 | Real Decreto-ley 13/2010 |
| Registro Mercantil fee (capital ≤ €3,100, standard bylaws) | €40 | Real Decreto-ley 13/2010 |
| Registro Mercantil fee (other cases) | €100 | Real Decreto-ley 13/2010 |
| BORME publication (reduced route) | Exempt | Real Decreto-ley 13/2010 |
| Legal, advisory, or gestoría fees | Varies by provider | Get a fixed-fee quote |
| Share capital | €1 minimum (€3,000 recommended) | Deposited, not spent |
Foreign-parent structures add apostille and sworn-translation costs. For a full breakdown, see the Spain incorporation cost guide.
What Is Spain’s Corporate Tax Rate for New Companies?
New companies pay a 15% corporate income tax rate in their first tax period with positive taxable income and the following period, per the Agencia Tributaria. The standard rate is 25%. The reduced 15% rate does not apply to asset-holding companies or to new companies that are part of an existing group.
| Company type | 2026 rate | Source |
|---|---|---|
| Standard corporate income tax | 25% | Agencia Tributaria |
| Newly created entities (first two profitable periods) | 15% | Agencia Tributaria |
| Micro-enterprises (turnover under €1M) | 19% on first €50,000, 21% on the rest | Agencia Tributaria |
| Small entities (turnover under €10M, Art. 101 LIS) | 23% | Agencia Tributaria |
For a full tax breakdown, see the Spain corporate tax rates guide.
What Are the Canary Islands ZEC Tax Incentives?
The Zona Especial Canaria (ZEC) offers a 4% corporate income tax rate to qualifying companies, versus the 25% standard rate, per the Agencia Tributaria. Qualifying requires a minimum investment and minimum job creation in the Canary Islands within set deadlines.
| Requirement | Threshold | Source |
|---|---|---|
| Reduced corporate tax rate | 4% | Agencia Tributaria |
| Minimum investment (Gran Canaria or Tenerife) | €100,000 within 2 years | Agencia Tributaria |
| Minimum investment (minor islands) | €50,000 within 2 years | Agencia Tributaria |
| Minimum jobs (capital islands) | 5 | Agencia Tributaria |
| Minimum jobs (minor islands) | 3 | Agencia Tributaria |
| Registration window | Closes 31 December 2026 | Consorcio de la Zona Especial Canaria |
How Do Non-Residents Open a Business Bank Account in Spain?
Non-residents can open a corporate account to deposit share capital using an NIE, the company documents, and know-your-customer (KYC) checks on all beneficial owners. Banks vary widely in non-resident friendliness. Many require an in-person visit and a certificado de no residente, while some fintechs allow remote onboarding.
There is a chicken-and-egg element. The full corporate account activates only once the company has its NIF and is registered, so a provisional deposit account is opened first to hold the capital.
How Commenda Helps You Incorporate in Spain
Commenda runs your Spain company formation end to end, from entity selection and NIE coordination through the notary, the Registro Mercantil registration, and ongoing filings. The Commenda incorporation platform uses one standardized workflow, so country 12 behaves like country 1, with transparent pricing and no surprises.
After incorporation, Commenda entity management keeps your Spanish entity compliant, auto-generating a jurisdiction-specific compliance calendar for annual accounts, corporate tax, and VAT filings. Checking a name first? Use the company name checker.
Book a demo to get a fixed-fee quote and timeline for your Spanish entity: book a demo.
