Company Formation Spain 2026: SL Setup for Foreigners
Setting up a Spanish limited company as a foreigner means choosing between CIRCE and the traditional route, deciding how much capital to put in, and getting your NIE and a bank account lined up before the notary will move. Here is the whole process, the real costs, and our fixed professional fee.
- Abogada colegiada
- Since 2009
- English + Spanish
- Malaga office
Ready to set up your Spanish SL?
We handle your NIE if you need one, choose the right route, coordinate the notary and registry, and help you open a business account that actually works for a non-resident director.
Free 10-min callForming a Spanish SL as a foreigner takes an NIE for every founder and director, a chosen capital amount (legally as low as 1 EUR, though most founders capitalise higher), and either the faster CIRCE online route with standard bylaws or the traditional notary route for custom terms. Budget the notary, the Mercantile Registry, and the name certificate as separate regulated fees on top of our 600 EUR professional fee, and expect 3 to 8 weeks depending on route, with bank account opening as the step most likely to add delay for non-resident directors.
CIRCE vs the traditional route
Spain gives you two ways to form a limited company, a sociedad limitada or SL, and the choice shapes your cost, your timeline, and how much control you have over the founding document. CIRCE, the Centro de Informacion y Red de Creacion de Empresas, is the government’s digital one-stop system: it bundles the name reservation certificate, the notarised deed using standard bylaws, tax registration, and Social Security registration into a single online workflow, either directly or through a Punto de Atencion al Emprendedor. It is built for simple, single-purpose SLs with plain-vanilla governance, and it is measurably faster and cheaper than going the traditional way.
The traditional route means approaching a notary directly with custom-drafted bylaws. You lose the CIRCE discount and the streamlined digital handoffs, but you gain full control: bespoke share classes, transfer restrictions between shareholders, tailored voting thresholds, drag-along and tag-along clauses, and anything else a standard CIRCE template simply does not support. Most solo founders and small partnerships with a straightforward structure are well served by CIRCE. Multi-founder companies raising outside investment, companies with unusual shareholder agreements, or anyone anticipating a future funding round almost always need the traditional route from day one, because retrofitting custom governance onto a CIRCE-formed company later is more expensive than doing it right the first time.
We assess this in the first call: if your business is a single-owner consultancy or a simple two-founder venture with equal shares, CIRCE is usually the sensible default. If you are building something that will raise capital or bring in outside shareholders with different rights, we steer you toward the traditional route before you spend money on a structure you will need to unwind.
Capital requirements and the 1-euro SL
Since the 2022 reform of Spain’s Capital Companies Law, an SL can legally be formed with as little as 1 EUR in share capital, replacing the old flat 3,000 EUR minimum. That change was designed to lower the barrier to starting a business, and it genuinely works for that purpose. It comes with two conditions attached for any SL capitalised below 3,000 EUR: the company must set aside 20 percent of annual profits into a legal reserve every year until that reserve, together with capital, reaches 3,000 EUR, and if the company is wound up owing debts, the shareholders become jointly liable for the shortfall between what was actually paid in and 3,000 EUR.
In practice, most foreign founders we work with still choose to capitalise at or above 3,000 EUR, even though the law does not require it. Three reasons come up repeatedly: banks assessing a business account and a future line of credit read a properly capitalised company as more serious; landlords and larger commercial clients doing basic due diligence sometimes flag a 1 EUR capital figure as a red flag on a lease or a contract; and avoiding the mandatory legal reserve and joint liability rule simplifies the first few years of bookkeeping. The 1 EUR minimum is a genuine option worth knowing about, particularly for a true bootstrap test of an idea, but it is rarely the final answer for a company that plans to trade seriously from month one.
| Capital level | Legal reserve rule | Typical use case |
|---|---|---|
| €1–€2,999 | 20% of annual profit to legal reserve until capital + reserve reach €3,000; joint shareholder liability for the shortfall on winding up | Bootstrap test of an idea, minimal upfront cash |
| €3,000+ | None of the above safeguards apply | Trading companies, anyone opening a bank account or signing commercial leases soon |
Your NIE has to come first
Every foreign founder, director, and shareholder with significant control needs a Spanish NIE before the incorporation can proceed. It appears on the notarised deed of incorporation, on the tax registration with the Agencia Tributaria, and on the Mercantile Registry filing itself; there is no way around it for individuals. If a foreign company rather than an individual will hold shares, that entity does not need an NIE itself, but whoever signs on its behalf under a power of attorney typically does.
If you do not already hold an NIE, see our NIE Number Spain guide for the three ways to get one. Because Malaga’s cita previa system is genuinely one of the tightest appointment bottlenecks in the country, we sequence the NIE application and the company formation together rather than treating them as separate projects, so your incorporation is not sitting idle waiting on an appointment slot that could have been booked weeks earlier.
The non-resident director banking reality
Spanish company law does not require directors or shareholders to be Spanish residents, so a non-resident founder running an SL entirely from abroad is completely legal. The friction is not legal, it is commercial: opening the corporate bank account, which most banks require before a notary will execute the deed for anything beyond a token capital deposit, is measurably harder and slower for non-resident-only ownership structures. Some banks ask for an in-person visit or a video call with additional compliance questions; a few decline non-resident-only structures outright, particularly for very low-capital companies with no clear Spanish trading footprint.
We treat bank selection as a first-week task, not a final-step surprise. That usually means identifying which banks in practice accept your specific ownership profile, preparing the compliance documentation they will ask for in advance, and, where useful, pairing the bank conversation with our non-resident bank account guide. Founders who leave banking until after the notary appointment are consistently the ones who see their launch slip by weeks.
Step-by-step timeline, start to finish
A straightforward CIRCE-route SL, with founders who already hold their NIE, typically runs 3 to 4 weeks end to end: name reservation certificate (a few days), bank capital deposit or certificate, notary appointment to execute the deed, and Mercantile Registry filing to obtain the definitive tax ID and registration. The traditional route with custom bylaws commonly runs 5 to 8 weeks, since the bylaws themselves need drafting and negotiation before the notary appointment can even be booked, and registry review of non-standard clauses can take longer.
- NIE for every founder, director, and controlling shareholder (skip if already held)
- Name reservation certificate from the Central Mercantile Registry
- Capital deposit, bank certificate or notarised alternative
- Drafting: standard CIRCE bylaws, or custom bylaws for the traditional route
- Notary appointment to execute the deed of incorporation
- Mercantile Registry filing and definitive tax ID (CIF)
- VAT and economic activity registration, plus Social Security if hiring from day one
Bank account opening rarely appears as its own line item on generic timelines, but for non-resident founders it is frequently the true bottleneck, sometimes running in parallel with the steps above and sometimes trailing behind them by weeks. We flag the realistic end date, including banking, rather than quoting only the registry timeline.
What happens after incorporation
Standard Spanish corporate tax is 25 percent, with a reduced 15 percent rate available on the first taxable profits in the company’s first profitable year and the year after, subject to conditions. From the point the company starts trading, quarterly VAT and withholding filings, annual accounts deposited at the Mercantile Registry, and proper bookkeeping become mandatory, even for a company with minimal activity. Many founders pair formation with an ongoing accounting arrangement from month one specifically to avoid missing the first quarterly deadline, which tends to arrive faster than new founders expect.
If you are weighing a company against simpler self-employed status, see our Autonomo Spain guide and the comparison table below; a good number of our clients start as autonomo and convert to an SL once revenue and liability exposure justify the extra formality. And if part of your reason for moving to Spain to run this company is tax planning, our Beckham Law guide and tax residency guide cover the personal tax side that sits alongside your corporate structure.
Company formation fees, fixed and itemised
One flat professional fee. Notary, registry, and other third-party costs are regulated schedules paid directly, itemised so nothing is hidden inside a bundled quote.
| Item | What it covers | Typical cost |
|---|---|---|
| VAMOS formation feeCIRCE or traditional route | Route selection, NIE coordination, bylaws review or drafting, notary and registry liaison, tax and VAT registration, bank account guidance | €600 |
| Name reservation certificate | Central Mercantile Registry, reserves your company name | ≈€20 |
| Notary fees | Regulated arancel for executing the deed of incorporation | €400–€1,000 |
| Mercantile Registry fees | Regulated arancel for registering the company | €350–€900 |
| Custom bylaws drafting | Traditional route only, bespoke governance clauses | From €300 |
A simple CIRCE-route SL with minimal capital commonly totals 1,300–1,700 EUR all in, including our fee. We give you the itemised breakdown on your free call before anything is booked.
Autonomo or SL: which fits your situation
| Autonomo | SL company | |
|---|---|---|
| Setup cost | Low, near-immediate | Higher, several weeks |
| Liability | Personal, unlimited | Limited to company assets, with narrow exceptions |
| Best for | Testing an idea, solo freelance income | Growing revenue, hiring, outside investment, higher liability exposure |
| Ongoing admin | Quarterly self-employed filings | Quarterly VAT, annual accounts, formal bookkeeping |
See our Autonomo Spain guide for the self-employed route in full, including the current fee tiers and RETA registration.
Three steps, start to finish
Free 10-min call
We confirm your NIE status, your capital plan, and whether CIRCE or the traditional route fits your structure.
We prepare and file
Name reservation, bylaws, notary and registry coordination, bank account groundwork, all managed on a fixed fee.
Registered, taxed, and trading
Your SL is registered, your VAT and tax IDs are active, and you know exactly what your first quarterly deadline is.
Company formation questions, answered
How much does it cost to form a company in Spain?
Budget the notary, the Mercantile Registry, and our professional fee separately. Our fee for a standard SL is 600 EUR. Notary fees typically run 400 to 1,000 EUR, registry fees 350 to 900 EUR, and the name reservation certificate around 20 EUR, all set by regulated schedules rather than negotiated. A simple CIRCE-route SL with minimal capital often lands close to 1,300 to 1,700 EUR all in, including our fee.
What is the minimum capital to form an SL in Spain?
Since the 2022 reform, an SL can be formed with as little as 1 EUR of share capital, down from the previous 3,000 EUR minimum. Companies formed below 3,000 EUR carry two safeguard rules: they must allocate 20 percent of profits to legal reserve each year until reaching 3,000 EUR, and shareholders take on joint liability for that shortfall if the company is wound up owing debts. Most foreign founders still capitalise at 3,000 EUR or more to avoid those constraints and to look more solid to banks and suppliers.
What is the difference between CIRCE and the traditional route?
CIRCE is Spain’s official one-stop online system that bundles the name certificate, deed, tax registration, and Social Security steps into a single digital flow with standard bylaws, aimed at getting a simple SL formed faster and cheaper. The traditional route, going directly to a notary with custom-drafted bylaws, costs more and takes longer but gives full control over share classes, transfer restrictions, governance rules, and other clauses CIRCE’s standard template does not support.
Do I need an NIE before forming a Spanish company?
Yes. Every foreign founder, director, and significant shareholder needs an NIE before the incorporation can proceed, since it is required on the deed of incorporation, the tax registration, and the Mercantile Registry filing. If you do not already have one, see our NIE Number Spain guide; we can process both in a coordinated sequence.
Can a non-resident be the sole director of a Spanish SL?
Yes, Spanish company law does not require directors or shareholders to be Spanish residents. The practical friction is banking: opening the corporate account as a non-resident director can take longer and require more documentation, and some banks decline non-resident-only structures outright. We factor bank selection into the plan from day one.
How long does it take to form a company in Spain?
A straightforward CIRCE-route SL typically takes 3 to 4 weeks from name reservation to a fully registered company, assuming founders already hold an NIE. The traditional route with custom bylaws commonly runs 5 to 8 weeks. Bank account opening, especially for non-resident founders, is frequently the longest single step.
What is the corporate tax rate for a new Spanish SL?
The standard rate is 25 percent. Newly created companies benefit from a reduced 15 percent rate on the first taxable profits in the first profitable year and the following year, subject to conditions excluding certain group and holding structures.
Do I need a Spanish bank account before incorporating?
You need a bank account, or a notarised certificate confirming the capital deposit, before the notary can execute the deed for capital above certain thresholds. In practice almost all founders open the account first, and for non-resident founders this is frequently the slowest step, which is why we start that conversation early.
Can I form a company remotely without travelling to Spain?
Largely yes, using a power of attorney granted to a Spanish representative, executed before a Spanish consulate abroad or before a notary at home with an apostille and sworn translation. Some bank onboarding steps may still require a video call or, in stricter cases, an in-person visit.
What ongoing obligations does an SL have after formation?
Quarterly VAT and withholding filings, annual corporate tax returns, annual accounts deposited at the Mercantile Registry, and a legal obligation to keep proper accounting books. Even a dormant SL still has minimum filing obligations.
Can I convert from autonomo to an SL later instead of starting with a company?
Yes, and it is a common path: many foreign founders start as autonomo, then incorporate an SL once revenue and liability exposure justify it. See our Autonomo Spain guide and the decision table on this page for the points that usually tip founders one way or the other.
What documents does a foreign founder need to bring?
Passport, NIE certificate, and proof of address for every director and significant shareholder. If a legal entity is a shareholder, its incorporation documents and an apostilled, sworn-translated power of attorney for its signatory are also required. We confirm the exact list for your structure before the first notary appointment.
Is a 1-euro capital SL treated the same as a normal SL by banks and suppliers?
Legally yes, but commercially it can raise questions. Banks, landlords, and larger clients doing due diligence sometimes read a 1 EUR capital figure as a signal of an undercapitalised vehicle. Founders planning to seek financing or sign significant contracts often capitalise above the 3,000 EUR safeguard threshold even though the 1 EUR minimum is legally available.
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