START A COMPANY / EUROPE
How to register a company in Spain
Spain's SL needs a notarial deed and a Registro Mercantil entry but only €1 minimum capital since 2022, with a fast online CIRCE/PAE route. Freelancers register as autónomos with the tax agency and Social Security. Foreign founders need an NIE first.
- REGISTRY
- Registro Mercantil (Commercial Registry), with the Registro Mercantil Central; online incorporation through CIRCE / PAE
- ONLINE
- Partly online
- FROM
- €0 (≈ £1)
- STRUCTURES HERE
- 3
Setting up from abroad
Non-residents can own and run an SL or SA. Every foreign founder needs an NIE (foreigner ID number) before signing; the deed is signed before a Spanish notary (in person, remotely or by power of attorney). You need a Spanish registered address; working as an administrator or autónomo needs the right to work.
PRIVATE LIMITED COMPANY
SL: Sociedad de Responsabilidad Limitada (private limited company); SLU if there is one partner
Most start-ups and small businesses wanting limited liability with minimal capital and a widely used structure.
- Liability
- Limited to what you put in
- You need
- 1 partner (SLU) or more, and at least 1 administrator
- Minimum capital
- €1 (since 2022); below €3,000, 20% of profit goes to a reserve and partners are liable for any shortfall on liquidation
- Time
- About 1 to 3 weeks: the standard CIRCE route can take days, but NIEs and bank accounts often take longer for foreigners.
Steps
Get an NIE for every non-Spanish founder and administrator (police station or consulate) and a digital certificate or Cl@ve for online filings.
Request the negative name certificate from the Registro Mercantil Central (valid 3 months, it reserves the name for 6 months).
Open a Spanish bank account and pay in the capital (minimum €1); an SL can use a founders' declaration instead of a bank certificate.
Choose the route: standard articles through CIRCE/PAE (fast, online with a notary) or custom articles drafted by a lawyer or gestoría.
Sign the public deed (escritura de constitución) before a Spanish notary, in person, remotely or via a power of attorney; the notary requests the provisional company NIF.
The notary or gestor files the deed with the Registro Mercantil of the registered address; company formation is exempt from transfer tax, then registration and BORME publication follow.
After registration get the definitive NIF, file Modelo 036 with the tax agency to register the activity and VAT, and enrol administrators in the RETA if required.
Register with Social Security as an employer if you hire, and get any municipal licence for premises.
Documents
- NIE or passport/ID for each partner and administrator
- Negative name certificate from the Registro Mercantil Central
- Bank deposit certificate or founders' declaration
- Articles of association (estatutos)
- Proof of registered address in Spain
- Apostilled, translated power of attorney if signing remotely
Official fees
Name certificate about €15 to €20; notary and registry tariffs are regulated and scale with capital (a small SL on standard articles often totals about €150 to €450). No transfer tax. All amounts unverified.
Budget
| How | About | What it covers |
|---|---|---|
| Do it yourself | €250≈ £210 | About €250: name certificate, notary and registry tariffs for a small SL on standard articles (unverified) |
| With an accountant or agent | €700≈ £600 | About €500 to €900: gestoría or asesoría handles NIEs, deed, registry and tax census registration |
| Full service | €1,800≈ £1,500 | About €1,500 to €2,500: lawyer-drafted articles and shareholder agreement, registered address, bank help |
Every year
- Approve the annual accounts within 6 months of year-end and file them with the Registro Mercantil within a month of approval
- File corporate income tax (25% general rate; reduced rates may apply to new companies) in July for calendar-year companies
- File quarterly VAT (Modelo 303) and withholding returns, plus annual informative returns
- Set aside the legal reserve (10% of profits until 20% of capital) and keep the shareholder book and beneficial-owner information current
Good to know. Capital rules from Ley 18/2022 and notariado.org. Unverified: all fee and cost figures, 2026 tax-rate details, filing deadlines, timeline, beneficial-owner filing route, agent and lawyer costs (market estimates).
SOLE TRADER
Autónomo: Autónomo (self-employed person; empresario individual)
Freelancers and sole traders wanting a quick start with no capital who accept unlimited personal liability.
- Liability
- Unlimited: you are personally liable
- You need
- 1 individual with the right to work
- Minimum capital
- None
- Time
- A few days once you have an NIE and a digital certificate; getting the NIE can take weeks.
Steps
Get an NIE if you are a foreigner and a digital certificate or Cl@ve; EU citizens can register freely, non-EU nationals need a permit allowing self-employment.
Choose your activity code (IAE) and check licence or professional-body requirements for regulated professions.
File Modelo 036 (census registration) electronically with the tax agency (AEAT) before you start, choosing your VAT and income-tax regimes.
Register in the RETA (self-employed social-security scheme) with Social Security (TGSS) online and request the reduced flat-rate fee for the first 12 months if eligible.
Issue invoices with VAT, keep expense records and consider opening a business bank account and insurance.
Apply for any municipal licence if you will operate from premises.
Documents
- NIE or passport/ID
- Social Security affiliation number (first-time registrants)
- Digital certificate or Cl@ve
- Residence permit allowing self-employment (non-EU nationals)
- Licences or professional-body membership for regulated activities
Official fees
No fee for tax census or RETA registration; IAE tax is exempt for individuals. Monthly contributions: reduced flat fee in year one (€80 a month in 2023 to 2025; 2026 amount unverified), then income-based brackets.
Budget
| How | About | What it covers |
|---|---|---|
| Do it yourself | €0≈ £1 | No official registration fees; the first-year flat-rate social contribution is extra |
| With an accountant or agent | €150≈ £130 | About €50 to €250: gestoría files Modelo 036 and the RETA registration (ongoing accounting extra) |
| Full service | €500≈ £430 | About €300 to €700: gestoría or consultant incl. first-year accounting, tax planning and licence help |
Every year
- Pay monthly RETA social-security contributions (income-based brackets since 2023)
- File quarterly VAT (Modelo 303) and income-tax instalments (Modelo 130 or 131)
- File the annual income tax return (IRPF), normally between April and June
- Keep invoices and expense records
Good to know. AEAT census page says Modelo 037 still exists; a search summary said it was withdrawn in 2025, so only Modelo 036 is named. Unverified: 2026 flat-rate amount and contribution brackets, filing dates, agent costs (market estimates).
PUBLIC COMPANY
SA: Sociedad Anónima (public limited company)
Larger or investor-led ventures needing share capital of €60,000 or more and a more formal governance structure.
- Liability
- Limited to what you put in
- You need
- 1 shareholder and a sole administrator or a board of directors
- Minimum capital
- €60,000, of which at least 25% (€15,000) must be paid in at incorporation
- Time
- About 2 to 4 weeks: the bank deposit certificate, notary appointment and registry entry take longest.
Steps
Get an NIE for each non-Spanish shareholder and administrator, plus a digital certificate, and decide on a sole administrator or a board.
Request the negative name certificate from the Registro Mercantil Central.
Open a Spanish bank account and deposit at least 25% of the capital (€15,000); obtain the bank deposit certificate, which an SA requires.
Have a lawyer or the notary draft the articles of association and agree who will sign.
Sign the public deed before a Spanish notary; the notary requests the provisional company NIF.
File the deed with the Registro Mercantil; after registration get the definitive NIF and file Modelo 036 with the tax agency.
Register with Social Security as an employer if you hire, enrol working administrators in the RETA if required, and keep beneficial-owner information current.
Documents
- NIE or passport/ID for each shareholder and administrator
- Negative name certificate
- Bank deposit certificate for at least €15,000
- Articles of association (estatutos)
- Proof of registered address in Spain
- Expert valuation report if any contribution is in kind
Official fees
Notary and registry tariffs are regulated and scale with capital (typically several hundred euros at €60,000); name certificate about €15 to €20. No transfer tax. All amounts unverified.
Budget
| How | About | What it covers |
|---|---|---|
| Do it yourself | €700≈ £600 | About €700: name certificate, notary and registry tariffs on €60,000 capital (unverified); capital excluded |
| With an accountant or agent | €1,800≈ £1,500 | About €1,200 to €2,500: gestoría or lawyer handles the deed, registry filing and tax registration |
| Full service | €3,500≈ £3,000 | About €3,000 to €5,000: lawyer-drafted articles and shareholder agreement, registered address, bank help |
Every year
- Hold the annual general meeting within 6 months of year-end and file the accounts with the Registro Mercantil within a month of approval
- Arrange a statutory audit if size thresholds are exceeded
- File corporate income tax, quarterly VAT and withholding returns
- Keep the register of shareholders and beneficial-owner information current
Good to know. €60,000 minimum and 25% paid-in rule from notariado.org. Unverified: all fee figures, audit thresholds, filing deadlines, timeline, agent and lawyer costs (market estimates).
After you register
- Obtain the definitive NIF after Registro Mercantil registration and file Modelo 036 with the tax agency (AEAT) to register the activity and VAT
- Register as an employer with Social Security (TGSS); administrators who control the company usually join the RETA as autónomos
- Apply for any municipal activity licence (licencia or declaración responsable) if you operate from premises
- Open a business bank account and keep beneficial-ownership (titularidad real) information current
- Register in the ROI (intra-community operators register) if you trade with EU businesses
- Check professional-body or sector requirements for regulated activities
Sources
Checked against:
Pound amounts use HMRC's exchange rates for 2026-10 and are a rough guide only.
Other countries in Europe
This guide is general information to help you plan, not legal, tax or immigration advice. Fees, forms and rules change: check the official registry before you file, and take professional advice for anything complex. Agent and lawyer costs are typical market prices, not quotes.