Company Formation in Spain

OVERVIEW

Incorporation in Spain

Spain is the fourth largest economy in the European Union and one of the most strategically positioned business destinations in the world, serving as the primary gateway between Europe and Latin America. The country is a global leader in tourism, renewable energy, financial services, agri-food, and technology, with Madrid and Barcelona emerging as two of Europe’s most active startup ecosystems.

Why Spain?

Fast Startup Ecosystem
15% Reduced Rate for New Companies in the First Two Profitable Years
Full EU Single Market Access — 27 Member States + Strong Latin America Trade Links
100% Foreign Ownership,
Remote Formation via Apostilled
CIRCE Online Registration System

Requirements

General Requirements for Spain Company Formation

Company Name

Must be unique and approved by the Registro Mercantil Central (Central Commercial Registry). Must include the suffix S.L. or S.A. A Certificado de Denominación Negativa (name availability certificate) is required before incorporation.

Entity Type

S.L. (most common for foreign investors), S.A., or Branch Office (Sucursal)

Registered Office Address

A physical Spanish business address is mandatory for all registered companies. CORPEASE provides a registered office address service in Spain.

NIE

All foreign directors and shareholders must hold a valid NIE before the incorporation deed can be signed. Without a NIE, incorporation cannot proceed. CORPEASE assists with NIE application via apostilled POA in the Premium package.

Minimum Share Capital

S.L.: €3,000 — fully paid up at incorporation and deposited into a Spanish bank account. S.A.: €60,000 — at least 25% (€15,000) must be paid up at incorporation.

Capital Deposit

Share capital must be deposited into a Spanish bank account in the name of the company in formation before the notary signing. The bank issues an official certificate of deposit (certificado de depósito) required for the notary.

Minimum Shareholders

1 shareholder for S.L. Minimum 1 shareholder for S.A.

Minimum Directors

1 director for S.L. Board of Directors (minimum 3 members) for S.A. No Spanish residency or citizenship required.

Foreign Ownership

100% foreign ownership is permitted. No local Spanish partner, shareholder, or director is required.

Owner Identification

1. Certified Copy of a Passport 2. Certified Copy of a Utility Bill (e.g., Gas / Electricity) or Bank Statement (dated within the last 3 months)

Escritura de Constitución

The public deed of incorporation — drafted and signed before a Spanish civil law notary. Foreign founders may sign via an apostilled Power of Attorney. The notary issues a provisional NIF (Número de Identificación Fiscal) upon signing.

Tax Registration

Upon notary signing, the company registers with the Agencia Tributaria (AEAT) via Modelo 036 to obtain the permanent NIF and register for corporate income tax (IS) and VAT (IVA). Registration with the provincial Registro Mercantil is required to obtain full legal personality.

COMPANY TYPES

Which Company Types We Serve

S.L. — Sociedad Limitada (Private Limited Company)

The most common and recommended entity type for foreign investors in Spain. Requires a minimum share capital of €3,000, fully paid up at incorporation. Offers full limited liability, flexible management, and 100% foreign ownership. While Spanish law technically permits €1 minimum under the Crea y Crece Law, €3,000 is the standard practised requirement for business credibility and banking.

Best for:

Foreign entrepreneurs and international investors entering Spain
SMEs, startups, e-commerce, technology, and consulting companies
Companies seeking a recognised EU entity with access to the Latin American market
Businesses that do not plan to raise public capital

S.A. — Sociedad Anónima (Public Limited Company)

The Spanish equivalent of a public limited company. Requires a minimum share capital of €60,000, of which at least 25% (€15,000) must be paid up at incorporation. Suitable for large corporations, companies planning significant investment, or those seeking to list on the Bolsa de Madrid or other European exchanges.

Best for:

Large corporations raising significant external capital
Companies planning to issue shares to multiple investors
Businesses intending to list on a stock exchange

Sucursal (Branch Office)

An extension of a foreign parent company operating in Spain. Not a separate legal entity — the parent company remains fully liable. Suitable for foreign companies establishing a Spanish presence without full incorporation.

Best for:

Foreign companies testing the Spanish market before full incorporation
Short-term or project-based Spanish operations

Comparison

S.L. vs S.A. vs Branch — Which Structure Is Right for You?

S.L.

S.A.

Branch

Best for

SMEs, foreign investors, startups

Large corps, listed companies

Foreign extension

Min. share capital

€3,000 (fully paid up)

€60,000 (25% paid up = €15,000)

None

Min. shareholders

N/A (parent only)

Min. directors

1 (no residency required)

Board of Directors (min. 3)

1 representative

NIE required

Yes — all foreign directors & shareholders

Yes — representative

Foreign ownership

100% permitted

Parent company

Corporate tax

25% / 15% first 2 profitable years

25%

Notary required

Yes

Formation time

4–8 weeks

6–10 weeks

4–6 weeks

Recommended for foreign clients

First choice (solo)

If raising investment

Market testing

Our Recommendation

For the majority of foreign entrepreneurs and international investors, the S.L. is the most practical, cost-effective, and recognised entity type in Spain. The key step unique to Spain is obtaining the NIE for all foreign directors and shareholders before incorporation can proceed — CORPEASE manages this process as part of the Premium package.

Process

From Enquiry to Operation — Formation Timeline: 4–8 Weeks

A clear, predictable process — so you always know what happens next.

Step one

Free Consultation

We assess your business needs and recommend the right entity type. We provide a full transparent quote with no obligation.

Step Two

NIE Application

All foreign directors and shareholders must obtain a NIE before incorporation. CORPEASE assists with NIE application via apostilled POA in the Premium package — processing time is typically 2–4 weeks via consulate.

Step Three

Company Name Reservation

We submit up to three preferred names to the Registro Mercantil Central and obtain the Certificado de Denominación Negativa confirming name availability. This typically takes 3–5 business days.

Step Four

Capital Deposit & Document Preparation

We prepare the Escritura de Constitución and all supporting documents. The €3,000 share capital is deposited into a Spanish bank account and the bank issues the required certificate of deposit.

Step Five

Notary Signing & Registration

The incorporation deed is signed before a Spanish notary via apostilled POA. The notary files the deed with the provincial Registro Mercantil, and the company registers with the Agencia Tributaria to obtain the permanent NIF, IVA, and IS registrations.

Annual Requirements

Ongoing Annual Obligations

All Spanish companies are required to meet the following annual compliance obligations.

Annual Accounts Filing

Annual financial statements must be prepared and filed with the provincial Registro Mercantil within 6 months of the financial year end. Costs vary based on company size and complexity.

Corporate Income Tax (IS)

Annual IS (Impuesto de Sociedades) return filed with the Agencia Tributaria. Standard rate 25%. New companies benefit from a reduced rate of 15% in the first two profitable fiscal years.

VAT Returns (IVA)

Quarterly or monthly IVA (Impuesto sobre el Valor Añadido) returns filed with the Agencia Tributaria. Standard VAT rate 21%; reduced rates of 10% and 4% apply to certain goods and services.

IAE — Business Activity Tax

The IAE (Impuesto sobre Actividades Económicas) is an annual municipal tax on business activities. Companies with a turnover below €1,000,000 are exempt.

Social Security — Directors

Directors who are also shareholders (autónomo societario) must register with and pay contributions to the Seguridad Social. Monthly contributions are approximately €300–€400 per month minimum.

Office Address Renewal

Registered office address must be maintained at all times. Annual renewal coordinated by CORPEASE as part of the Premium package.

Payroll & Social Security — Employees

Companies with employees must register for payroll and employer social security contributions with the Seguridad Social.

Pricing

See our price list & choose your plan

All prices are in US Dollars. Government fees, notary fees, and third-party costs are included where specified.

Standard

Starting from

US$ 2,999

Includes:

Company name reservation (Certificado de Denominación Negativa)
Preparation of Escritura de Constitución and all incorporation documents
Spanish civil law notary coordination
Apostille coordination for foreign-issued documents
Registro Mercantil registration
NIF, IVA, and IS registration with Agencia Tributaria (AEAT)
All government and notary fees
One set of digital corporate documents

Not included:

Premium

Starting from

US$ 4,999

Everything in Standard, plus:

Recommended for international clients who need NIE assistance and a Spanish registered address — the two most common practical challenges for foreign founders in Spain.

Annual Compliance Services

Office address renewal (included in Premium package; separate arrangement required for Standard)
Annual accounts filing with the Registro Mercantil — costs vary based on company size and complexity
IS corporate income tax return — 25% standard; 15% for new companies in first two profitable years
Director social security contributions (autónomo societario) — approximately €300–€400/month

Connect with our Experts

You can reach out to a customer support representative or send us an email. We will respond to your request at the earliest time possible.

Under 0 transactions

per month

Starting from

US$ 3,000^/year

You can reach out to a customer support representative or send us an email. We will respond to your request at the earliest time possible.

1-50 transactions

per month

Starting from

US$ 4,000^/year

You can reach out to a customer support representative or send us an email. We will respond to your request at the earliest time possible.

Connect with our Experts

Costs vary based on company size, number of transactions, and complexity. Connect with our Experts — You can reach out to a customer support representative or send us an email. We will respond to your request at the earliest time possible.

FAQs

Frequently Asked Questions

Can a foreigner own 100% of a Spanish company?

Yes. Spanish law permits 100% foreign ownership of S.L. and S.A. entities. No local Spanish partner, shareholder, or director is required.

What is a NIE and why is it required?

The NIE (Número de Identidad de Extranjero) is the official Spanish identity and tax number assigned to all foreign nationals conducting legal or economic activities in Spain. All foreign directors and shareholders must hold a valid NIE before the incorporation deed can be signed before a Spanish notary. Without a NIE, incorporation cannot legally proceed.

How do I obtain a NIE?

A NIE can be obtained at a Spanish consulate in your country of residence (typically 2–4 weeks processing time) or in person at a police station in Spain. CORPEASE assists with NIE application via apostilled Power of Attorney in the Premium package, allowing the process to be managed remotely on your behalf.

Do I need to travel to Spain to register a company?

No. Formation is completed remotely via an apostilled Power of Attorney. The notary signing and all registration steps are handled by CORPEASE on your behalf without any travel required.

How long does company formation in Spain take?

For non-resident foreign clients, the realistic formation timeline is 4 to 8 weeks. The main variable is the NIE obtainment process, which can take 2 to 4 weeks via consulate. Once the NIE is secured, incorporation typically completes within 2 to 3 additional weeks.

What is the corporate tax rate in Spain?

The standard corporate income tax (IS) rate is 25%. New companies benefit from a significantly reduced rate of 15% in their first two profitable fiscal years, making Spain particularly attractive for startups and newly formed businesses.

What is the minimum share capital for an S.L.?

The standard minimum is €3,000, which must be fully paid up and deposited into a Spanish bank account before the notary signing. While Spanish law technically permits €1 under the Crea y Crece Law, €3,000 is the practised standard required for business credibility and banking access.

Do I need a Spanish bank account?

Yes. The share capital must be deposited into a Spanish bank account in the name of the company in formation before incorporation.

Is VAT registration mandatory?

Yes. VAT registration (IVA — Impuesto sobre el Valor Añadido) is required for all companies conducting taxable activities in Spain. The standard Spanish VAT rate is 21%, with reduced rates of 10% and 4% for specific goods and services.

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