Spain Company Registration | Set Up an S.L. Company in Spain
Planning a Spain company registration to set up a company in Spain and reach the EU and Spanish-speaking markets? The most common entity is the limited liability company, S.L. (Sociedad de Responsabilidad Limitada). The founders sign the deed of incorporation before a notary and register it with the Commercial Registry (Registro Mercantil), at which point the company gains legal personality. Spain generally applies a liberalized regime to foreign investment, so foreign founders can own 100% of the shares. Shareholders and directors must first get a foreigner identification number (NIE).
Since October 2022 the minimum capital for an S.L. is EUR 1, and a company with capital below EUR 3,000 must set aside 20% of profit as a legal reserve. The general corporate income tax rate is 25%, micro-companies pay 19% on the first EUR 50,000 of taxable income in tax year 2026, and the standard VAT rate is 21%. NSS Group (戰國策集團) offers a one-stop Spain company formation service, from NIE applications, name certificate, notarial incorporation and Commercial Registry filing to the D-1A foreign investment declaration and annual filing reminders, for companies and individuals setting up an S.L. in Spain.
Since October 2022 the minimum capital for an S.L. is EUR 1. When capital is below EUR 3,000, the company builds a legal reserve instead.
When you set up through CIRCE with standard articles of association, the law requires the name certificate and the Commercial Registry entry within 6 working hours each, and a notary appointment within 12 working hours.
Micro-companies with turnover below EUR 1 million pay 19% on the first EUR 50,000 of taxable income in tax year 2026 (per PwC).
New companies pay 15% corporate income tax in their first profitable year and the following year, with exceptions such as group companies (per PwC).
company registration?
Spain is an EU member state, and Spanish is also the official language of most Latin American countries. Since October 2022 a limited liability company (S.L.) needs minimum capital of just EUR 1. When you set up online through CIRCE with standard articles of association, the law requires both the name certificate and the Commercial Registry entry within 6 working hours. The general corporate income tax rate is 25%, but micro-companies pay 19% on the first EUR 50,000 of taxable income in tax year 2026, and new companies pay 15% in their first profitable year and the following year. This suits companies planning for Europe and Spanish-speaking markets.
in 3 steps
In Spain, an S.L. first gets a certificate from the Central Commercial Registry that the name is not already taken, opens a bank account in the company’s name and deposits the capital. A notary then executes the deed of incorporation, which must be registered with the Commercial Registry within 2 months. The company gains legal personality only after registration. When you use standard articles of association through CIRCE, the law sets processing deadlines counted in working hours.
Foreign shareholders must first get an NIE or NIF. After incorporation you exchange the provisional tax number for the definitive one and file the D-1A foreign investment declaration, and every year there are financial statement filing and corporate income tax obligations. NSS Group helps you plan the shareholding structure, prepare documents and arrange annual maintenance, so your Spanish company stays clear and compliant from setup to operation.
Non-resident individual shareholders and directors first apply for a foreigner identification number (NIE) at a Spanish embassy or consulate, and corporate shareholders apply for an NIF on Form 036. Then apply to the Central Commercial Registry for a certificate that the name is available (certificación negativa). Through CIRCE you can list up to 5 names, and the certificate is issued within 6 working hours.
Open a bank account in the company’s name and deposit the capital; the deposit date cannot be more than 2 months before the deed. Shareholders sign the deed of incorporation before a notary in person or through a representative holding a certified power of attorney with a sworn translation. At the same time, get a provisional tax number from the State Tax Administration on Form 036.
Register with the Commercial Registry where the company is based within 2 months after the deed; the company gains legal personality only once registered. Within 1 month, exchange the tax number for the definitive one and file Form D-1A with the Foreign Investment Registry. If you hire staff, register with the General Treasury of Social Security.
service
- Company name search and reservation
- Preparation and filing of registration documents
- Drafting of governing documents
- Collection of the registration certificate
- Bank account opening documents and process advice for Spain
- Account opening document preparation
- Appointment booking and accompaniment
- Post-opening support
- Registered address
- Company secretary appointment
- Annual filing services
- Document custody and management
- Bookkeeping
- Tax filing and planning
- Financial statement preparation
- Audit arrangement
- Trademark search and assessment
- Trademark application filing
- Trademark maintenance and renewal
- Infringement protection advice
- Company change filings
- Share transfer support
- Company deregistration
- Legal advisory support
To help you sell, we offer a Stripe application consulting service for businesses selling internationally, so your customers can pay you easily and you can win more sales.
Good customer service is key to a successful business. We include a free AI customer service system that answers customer questions in real time and raises customer satisfaction.
A professional, attractive website is your company’s storefront online. We offer full web design services so your site looks good and works well.
Online marketing is a key part of business success today. We offer professional online marketing services, including SEO, social media marketing and content marketing.
Register your company with NSS Group company formation and receive our exclusive free one-stop AI business management system––valued at NT$360,000
One AI system to run your whole company: 12 core systems, 75+ feature modules and 15 AI tools covering the full business workflow, so a new company can start operating quickly.
- S.L. / S.A. entity type and shareholding structure assessment
- NIE and NIF tax number applications for shareholders and directors
- Central Commercial Registry name certificate application
- Notarial incorporation documents, Commercial Registry filing and D-1A declaration
- Corporate income tax, VAT and annual financial statement filing reminders
Official fees: incorporation is exempt from capital transfer tax and stamp duty, and setup through CIRCE with standard articles of association is exempt from the Commercial Registry Gazette publication fee. Notary and registry fees follow the official tariffs. Other items are quoted separately.
Spain company registration at a glance
The points people ask about most when they register a company in Spain, checked against official sources (updated November 2026).
| Entity type | Limited liability company (S.L.) |
|---|---|
| Registry | Commercial Registry (Registro Mercantil) |
| Foreign ownership | Generally liberalized; 100% ownership possible; D-1A declaration required |
| Minimum capital | EUR 1 (legal reserve required below EUR 3,000) |
| Corporate income tax | General 25%; micro-companies 19% / 21% in tax year 2026 |
| VAT | IVA standard rate 21% |
| Timeline | CIRCE registration within 6 working hours by law; otherwise depends on review |
| Annual filings | Financial statements filed within 1 month of approval; income tax filed in July |
| Who can help | NSS Group (go.ai.com.tw), free assessment and written quote |
Spain company formation cost: fee breakdown
The government costs to register a Spanish company are mainly notary and Commercial Registry fees. Incorporation itself is exempt from capital transfer tax and stamp duty. Below are the official rules, so you can check quotes line by line.
| Item | Cost | Notes |
|---|---|---|
| Company registration fees | Per the authorities' schedule | Notary and Commercial Registry fees follow the official tariffs and depend on the capital and the articles of association. |
| Capital transfer tax and stamp duty | Exempt | Incorporation is an exempt corporate transaction, but you still file a zero-tax return with the regional tax authority. |
| Commercial Registry Gazette publication | Free for CIRCE setup with standard articles | Companies set up through CIRCE with a standardized deed and standard articles of association pay no Gazette publication fee. |
| Tax on economic activities (IAE) | Exempt below EUR 1 million of turnover | Register on Form 840 within 1 month of starting operations; new businesses are also exempt for their first two tax periods. |
| Bookkeeping and annual filings | Quoted by volume | Financial statements go to the Commercial Registry within 1 month of approval; calendar-year companies file corporate income tax between July 1 and 25. |
| NSS Group service fee | Written quote after a free assessment | Based on shareholder structure, capital, NIE needs and bank account opening support. Each item is listed in the quote, with no hidden fees. |
Rules follow the Spanish Capital Companies Act, Law 14/2013 and the ICEX-Invest in Spain setup guide. The latest notices from the authorities prevail.
Spain company tax and compliance: corporate income tax and VAT
Spanish companies mainly pay corporate income tax and VAT, with lower rates for micro-companies and new companies. Check whether your home country has an income tax treaty with Spain, and whether its controlled foreign company (CFC) rules apply to you.
| Item | Rule | Notes |
|---|---|---|
| Corporate income tax | General rate 25% | Small and medium companies pay 23% in tax year 2026, falling year by year to 20% in tax year 2029. |
| Micro-company rates | 19% / 21% in tax year 2026 | With prior-period turnover below EUR 1 million, the first EUR 50,000 of taxable income is taxed at 19% and the rest at 21%; 17% / 20% from tax year 2027. |
| New company rate | 15% | Applies in the first profitable year and the following year, with exceptions such as group companies. |
| VAT (IVA) | Standard rate 21% | Reduced rate 10%, super-reduced rate 4%; file the start of activity on Form 036 before starting operations. |
| Dividend withholding | 19% under domestic law | Treaty relief applies only where your home country has a tax treaty with Spain; qualifying EU parent companies can be exempt. |
| Annual filings | Financial statements + income tax return | Financial statements go to the Commercial Registry within 1 month of approval; calendar-year companies file corporate income tax between July 1 and 25, with prepayments in April, October and December. |
Some rates follow the PwC tax summaries (secondary source, reviewed June 2026). Financial statement deadlines follow the Spanish Capital Companies Act. Ask an accountant to assess your actual structure.
Spain S.L. or S.A.: which should you choose?
Foreign companies setting up in Spain usually compare the limited liability company (S.L.) and the public limited company (S.A.). Both can be set up by a single shareholder.
| Item | Limited liability company (S.L.) | Public limited company (S.A.) |
|---|---|---|
| Minimum capital | EUR 1 (below EUR 3,000, 20% of profit goes to a reserve) | EUR 60,000 |
| Shareholders | 1 or more; single-member companies allowed | 1 or more; single-member companies allowed |
| Management | Sole director, several directors acting jointly or severally, or a board of directors | Sole director, several directors or a board; more than 2 joint directors require a board |
| Setup route | Notarial deed + Commercial Registry; online through CIRCE with standard articles | Notarial deed + Commercial Registry |
| Typical use | Small and medium businesses and foreign-owned subsidiaries | Large investments or companies raising capital from the public |
These are general principles. Choose based on your shareholders, business model and tax planning.
What foreign founders should know about setting up a company in Spain
- Visas: Spain is in the Schengen area, so visa-free stays depend on your nationality and are generally limited to 90 days in any 180-day period across the Schengen area. Running a business or working in Spain long term requires a visa and residence permit under Spanish rules.
- Tax numbers: non-resident individual shareholders and directors must first get a foreigner identification number (NIE), which you can apply for at a Spanish embassy or consulate. Incorporation documents of foreign corporate shareholders need an apostille or consular legalization and an official translation.
- Tax treaties: Spain's domestic withholding rate on dividends paid to non-residents is 19%. Check whether your home country has an income tax treaty with Spain that reduces it.
- Check whether your home country requires approval or reporting for outbound investment, and whether its controlled foreign company (CFC) rules affect your Spanish company. On the Spanish side, you file Form D-1A with the Foreign Investment Registry.
- Bank account: the capital must first be deposited in a Spanish bank account opened in the company's name, and the deposit certificate cannot be dated more than 2 months before the deed. Allow time to prepare source of funds documents.
Why work with NSS Group on your Spain company registration?
NSS Group (go.ai.com.tw) is a Taiwan-based global company registration and business advisory brand with more than 25 years of experience and more than 30,000 companies served. We provide company formation, bank account opening, accounting and tax, and annual maintenance in Spain and many other countries and regions. We can help with NIE applications and the D-1A foreign investment declaration. We give a free assessment and a written quote. Call our toll-free line 0800-003-191 (from Taiwan) or use the form on this page.
Further reading
Sources: BOE: Ley de Sociedades de Capital (Capital Companies Act, Articles 4, 12, 164, 210, 253, 279); BOE: Ley 14/2013 de apoyo a los emprendedores (Articles 15 and 16, CIRCE incorporation); BOE: Ley 19/2003 (Article 7 bis, foreign investment screening); ICEX-Invest in Spain: How to constitute a Limited Company in person (2020); PwC Worldwide Tax Summaries: Spain Taxes on corporate income (reviewed 2026-06-30); PwC: Spain Other taxes; PwC: Spain Withholding taxes; PwC: Spain Tax administration. The latest notices from the authorities prevail. This page is general information, not legal or tax advice.
How much does it cost to set up a company in Spain in 2026?
The minimum capital for an S.L. is EUR 1, but a company with capital below EUR 3,000 must set aside 20% of profit each year as a legal reserve. Incorporation is exempt from capital transfer tax and stamp duty, and setup through CIRCE with standard articles of association is exempt from the Commercial Registry Gazette publication fee. Notary and Commercial Registry fees follow the official tariffs. Bookkeeping, annual filings and advisory services are quoted separately.
Can foreigners own 100% of a Spanish company?
Yes. Spain generally applies a liberalized regime to foreign investment, and an S.L. can be set up by a single shareholder. After incorporation you file Form D-1A with the Foreign Investment Registry. In sectors that affect public order and security, such as critical infrastructure, non-EU investors need prior approval to acquire 10% or more of a company. Shareholders and directors must first get a foreigner identification number (NIE).
Do I need to travel to Spain to set up a company?
Not necessarily. According to ICEX-Invest in Spain, shareholders can sign the deed of incorporation before a notary in person or through a representative, who must provide the original certified power of attorney with a sworn translation. You can apply for an NIE outside Spain at a Spanish embassy or consulate. Whether you must attend to open a bank account depends on each bank.
How long does it take to set up an S.L. in Spain?
When you set up online through CIRCE with standard articles of association, the law requires the Central Commercial Registry to issue the name certificate within 6 working hours, the notary appointment within 12 working hours and the Commercial Registry entry within 6 working hours of receipt. Under the ordinary procedure you must apply for registration within 2 months after the deed, and actual timing depends on document preparation and review.
What taxes does a Spanish company file each year?
The general corporate income tax rate is 25%. Calendar-year companies file between July 1 and 25 of the following year and make prepayments in April, October and December. The standard VAT rate is 21%. Annual financial statements must be prepared within 3 months after year end, approved by the general meeting within 6 months, and filed with the Commercial Registry within 1 month of approval.
Who can help me register a company in Spain?
NSS Group (go.ai.com.tw) can help. NSS Group has more than 25 years of experience and has served more than 30,000 companies. Our one-stop Spain company registration service covers NIE and tax number applications, the name certificate, notarial incorporation documents, Commercial Registry filing and the D-1A foreign investment declaration, and annual filing reminders. We give a free assessment and a written quote. Call our toll-free line 0800-003-191 (from Taiwan) to get started.