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Register a Company in Spain

Advisors in Spain handles company formation in Spain: structure advice, the negative certification, notary deed, company NIF and Registro Mercantil filing for a Spanish SL, plus autonomo registration for sole traders.

Most founders setting up a company in Spain choose between two routes: autonomo self-employment, or a sociedad limitada (SL), the Spanish equivalent of a private limited company. A non-resident founder or a foreign company setting up a Spanish subsidiary follows the same SL route, with extra steps for a foreign-company NIF and, for some structures, a Spanish legal representative.

Every case starts with the form below. Describe your situation, and a specialist who handles company formation work takes your case directly, whether you want to open a company as an SL or register as autonomo, filing with the notary and the Registro Mercantil along the way.

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Who Needs to Register a Company in Spain

  • You need to register a company in Spain if you are hiring, raising outside capital, or want your liability limited to the business; a solo freelancer with modest turnover can often register as autonomo instead.
  • Autonomo, a sole-trader registration, suits a solo freelancer with modest turnover and no need to shield personal assets from the business.
  • An SL, a sociedad limitada, is a limited company in Spain: it suits anyone hiring, raising outside capital, or wanting liability limited to the company. British founders often call this step company incorporation, Americans call it company formation, and the process is the same either way.
  • A non-resident founder or a foreign company setting up a Spanish subsidiary or branch follows the same SL route, with extra steps for a foreign-company NIF and, for some structures, a Spanish legal representative.

A solo freelancer who does not plan to hire, raise outside capital or shield personal assets from the business is often better served registering as autonomo alone; see our guide on autonomo vs SL for the self-registration steps.

What's Included When You Work With a Company Formation Specialist

The specialist you work with handles every step below directly, from structure advice to the Registro Mercantil filing.

Five-lane diagram for company name, statutes, notarial deed, registration and tax activation.
Formation, legal personality and operational registrations occur in distinct stages.
Diagram text version

Reserve a company name, settle ownership, capital, statutes and governance, execute the incorporation deed before a notary, register the deed with the provincial Registro Mercantil, then complete NIF, census, VAT and applicable Social Security registrations. Registration gives the SL legal personality.

What You'll Need to Provide

Passport or NIE
A valid passport for each shareholder and director; a NIE, or proof that a NIE application has been filed, is needed for the company NIF and notary steps.
2-3 proposed company names
Submitted in priority order to the Registro Mercantil Central for the negative certification, so a rejected first choice does not stall the filing while a second and third option are already queued.
Minimum share capital
€1 for a standard SL under Ley 18/2022, though capital below €3,000 carries two conditions: 20% of profit goes to the legal reserve until capital plus reserve reach €3,000, and on liquidation the shareholders answer jointly for the shortfall between €3,000 and the capital subscribed. See the cost question in the FAQ below.
A registered address in Spain
The company's domicilio social, the address the Registro Mercantil and the Agencia Tributaria hold on file for notifications.
Foreign-owned SL: apostilled incorporation documents
The foreign parent company's own incorporation documents, apostilled and translated into Spanish, before the notary or the Registro Mercantil will accept them; see buying property in Spain through a company for a worked example of the same apostille mechanics.
Foreign-owned SL: a company NIF for the parent
A separate NIF for the foreign parent itself, requested from the Agencia Tributaria alongside the new Spanish company's own NIF.
Foreign-owned SL: a Spanish legal representative
Spanish tax law requires a representative resident in Spain where the foreign parent goes on to operate here through a permanent establishment, most often a registered branch. A parent resident in an EU or EEA state with mutual assistance on tax information is exempt, and the Agencia Tributaria asks for the representative's details on the NIF application where one exists.

How Company Registration in Spain Works

  1. Choose the structure

    Autonomo or an SL, or a foreign-owned SL where the founder is a company; the specialist confirms which fits before anything is filed.

  2. Apply for the negative certification

    The Registro Mercantil Central checks 2-3 proposed names in priority order and issues the certificacion negativa reserving the first available one.

  3. Open the capital-deposit account

    The share capital is deposited and the bank issues the certificate the notary needs to sign the deed.

  4. Sign the notary deed

    The escritura de constitucion is drafted and signed before a notary, setting out the company's statutes, shareholders and administrators.

  5. Apply for the company NIF

    Modelo 036 goes to the Agencia Tributaria for the company's own tax ID, provisional until the Registro Mercantil inscription is complete.

  6. File at the Registro Mercantil

    The signed deed is filed for inscription, the step that gives the company its legal existence.

  7. Register for VAT/IAE and, if hiring, as an employer

    Tax and activity registration follow immediately after incorporation; hiring staff adds an employer registration with Social Security, covered on our payroll services page.

Timing: What to Expect and What Causes Delays

1 to 10 days

What delays it

A rejected or already-taken name at the negative certification stage, a hard-to-book notary appointment, an incomplete document set for a foreign-owned company, or apostille turnaround on foreign paperwork each push a filing back further. A bespoke notary deed, the common case for a foreign-owned SL, generally takes longer than the standardized-bylaws route the CIRCE range assumes.

What to prepare now

Have 2-3 proposed company names ready in priority order, your passport or NIE, and, for a foreign parent company, the apostilled incorporation documents translated into Spanish, before the qualification form goes in.

Beyond incorporation

Ongoing Obligations and Tax Considerations

Once the company exists, three obligations sit on the calendar that the incorporation itself does not cover: company secretarial support, annual accounts, and, for some foreign parents, a branch or a second NIF.

Company secretarial, annual accounts and branch registration. An SL keeps minute-books and files board and shareholder resolutions at the Registro Mercantil as they happen, not only at incorporation. Annual accounts go to the same registry every year, and the deadline follows the company’s financial year-end. A foreign parent that wants a Spanish branch, not a subsidiary, registers the branch separately and requests its own company NIF from the Agencia Tributaria. Each is a compact service. Advisors in Spain handles them within company formation and accounting work; ask the specialist handling your case which of these your structure needs.

Company tax filings. Corporate tax follows a fixed filing calendar tied to the SL’s financial year; see corporate tax in Spain for the rates, deadlines and forms.

Hiring staff. Running monthly payroll, registering as an employer with Social Security, and weighing whether an Employer of Record arrangement is even legal in Spain are covered on payroll services in Spain, not repeated here.

Formation costs, capital rules and the sourced timing figures on this page are current as of August 20, 2026, and are reviewed every six months against BOE, Agencia Tributaria and Registro Mercantil Central guidance.

Get your paperwork checked before you file

Tell us your structure and timeline, and a specialist who checks your company names and documents takes your case before anything goes to the notary or the Registro Mercantil.

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Common questions

What's the difference between an autonomo and an SL in Spain?
Autonomo is a sole-trader registration: you and the business are the same legal person, and your personal assets are exposed to business debts. An SL, a sociedad limitada, is a limited company with its own legal personality, so a shareholder's liability is generally limited to what they put into the company. Autonomo suits a solo freelancer with modest turnover; an SL suits anyone hiring, raising outside capital, or wanting that liability shield.
How do I register a company in Spain?
You register a company in Spain by choosing between autonomo self-employment and an SL, reserving the company name with a negative certification, depositing minimum share capital, signing the notary deed, applying for a company NIF, and filing at the Registro Mercantil.
How much does it cost to register a company in Spain?
An SL can be formed with as little as €1 in share capital, the minimum set by Ley 18/2022 (Ley Crea y Crece), which amended Article 4 of the Ley de Sociedades de Capital; below €3,000 in capital, the company must reserve 20% of profit each year until capital plus reserve reach €3,000. The notary deed is set at €150 for a telematic SL incorporation with no corporate shareholders, share capital of €30,000 or less and a simple administration structure, and it drops to €60 where capital also stays at or below €3,100 and the bylaws follow one of the models approved by the Ministry of Justice, under the notarial fee schedule (Real Decreto 1426/1989, as amended by Real Decreto 1612/2011). The Registro Mercantil's own filing fee is set separately under its own schedule and scales with share capital. Ask your specialist for the fee that applies to your specific structure.
What is an LLC called in Spain?
The closest Spanish equivalent to a US LLC is the sociedad limitada (SL): a limited company with its own legal personality, formed through the registration process this page describes. It is not a direct legal translation of an LLC, since the two forms sit under different tax and liability regimes, but it is the structure most non-Spanish founders end up comparing to an LLC.
How long does it take to register a company in Spain?
It takes 1 to 10 days through Spain's official CIRCE telematic system, according to the Ministry of Industry and Tourism's own PAE portal, depending on whether the incorporation uses standardized bylaws and deed templates. A rejected company name, a hard-to-book notary appointment, or an incomplete document set for a foreign-owned company each push the filing back further, and a bespoke deed for a non-standard structure typically takes longer than the CIRCE range assumes.
Can a foreign national own 100% of a company in Spain?
Yes. A foreign national or a foreign company can own 100% of a Spanish SL. The company itself still needs a company NIF from the Agencia Tributaria, and a foreign parent that goes on to operate in Spain through a permanent establishment, such as a branch, must appoint a representative resident in Spain, unless it is resident in an EU or EEA state with mutual assistance on tax information.
Do I need a lawyer, gestor or accountant to register a company in Spain?
Formation is commonly handled by a lawyer, sometimes called a solicitor or an attorney depending on where you are from, or by a specialist formation firm that drafts the notary deed and manages the Registro Mercantil filing. A gestor is not a lawyer: a gestor is an administrative agent who handles routine paperwork, and once the company exists, ongoing filings are typically handed to an accountant or a gestor.
Do I need a Spanish bank account to register a company?
Yes. Forming an SL needs a capital-deposit account to receive the share capital and obtain the bank certificate the notary requires before signing the deed. Once the company exists, it needs a separate ongoing corporate account for day-to-day banking; see bank accounts in Spain for how a foreign-owned company opens one.
Is an Employer of Record arrangement legal in Spain?
An Employer of Record arrangement, where a third party formally employs staff who then work for your business, sits close to cesion ilegal (illegal worker supply) under the Estatuto de los Trabajadores, which reserves third-party worker supply to licensed empresas de trabajo temporal. Most firms avoid that exposure by hiring through their own Spanish SL or a payroll registration; see payroll services in Spain for how that works.

Why Work With Advisors in Spain

  • Every specialist meets the same standard before taking a case.

    We do not take on a case we cannot handle well. Every specialist meets the same standard, and we say so if your structure is not something we handle.

  • Every specialist works in English or Spanish.

    You explain your structure once, in English or Spanish, directly to the specialist who handles your filing.

  • Coordinated support for related matters.

    Company formation, the VAT registration and payroll needs it raises, and whatever follows: we coordinate related requirements, with responsibility and scope agreed for each service.

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