Spain lets foreign nationals own and run companies on the same legal terms as Spanish citizens. What changes for a foreigner is the paperwork that comes first: an identification number, and, if you also plan to live or work here, your immigration status. This guide follows the usual route for a Spanish limited company (sociedad de responsabilidad limitada, or SL), the structure most small and medium businesses choose, from the name certificate to the first registrations.
If you have not yet decided between working as a self-employed autónomo, an SL or another structure, read our guide to choosing a business structure in Spain first. Once the company exists, our first-year accounting checklist covers what comes next.
The short answer
- Get your NIE, the identification number for foreigners. For tax purposes it is also your personal tax number (NIF).
- Reserve the company name with a certificate from the Central Commercial Register.
- Open a bank account in the company’s name and deposit the capital, if it is paid in cash.
- Sign the deed of incorporation, with the articles of association, before a Spanish notary.
- Register the company in the Commercial Register of its registered office and obtain its tax number (NIF).
- File the census registration (Modelo 036) before the company starts trading.
- Register with Social Security before anyone starts work, including directors who must be registered.
Since the Ley 18/2022 (“Crea y Crece”) reform, an SL can be formed with a minimum share capital of 1 euro, not 3,000 euros as this article said until now. The safeguards that apply below 3,000 euros are explained further down.
Who can set up a company in Spain?
Any adult, Spanish or foreign, resident or not, can be a founder, shareholder or director of a Spanish company. Two separate questions sit next to company formation and should not be confused with it:
- Identification. Foreign individuals who deal with Spanish tax matters need a tax number. For people without Spanish nationality, the Spanish Tax Agency (Agencia Tributaria, AEAT) explains that the tax number is, as a general rule, the NIE assigned under immigration law.
- Right to live and work here. Owning or managing a company is not the same as having permission to reside or work in Spain. Citizens of the EU and EEA have free movement; other nationals, including UK citizens since Brexit, need the immigration authorisation that matches their plans. That is a separate procedure from forming the company, and we recommend sorting it out in parallel.
Choosing the structure, in one paragraph
The main options for a foreign founder are working as a self-employed person (autónomo, sometimes called sole trader), forming an SL, forming a public limited company (sociedad anónima, SA) or opening a branch of an existing foreign company. The Capital Companies Law sets the minimum capital: 1 euro for an SL and 60,000 euros for an SA. The SL is the usual choice for small and medium businesses; the SA is designed for larger companies. Our structure guide compares the options in detail.
The 1 euro capital rule and its safeguards
Article 4 of the Capital Companies Law, as amended by Ley 18/2022, says an SL’s capital cannot be lower than 1 euro. While the capital has not reached 3,000 euros, two rules apply:
- At least 20% of the profit must go to the legal reserve until the reserve and the capital together reach 3,000 euros.
- If the company is wound up and its assets are not enough to pay its debts, the shareholders are jointly liable for the difference between 3,000 euros and the capital they subscribed.
So a 1 euro company is legally possible, but low capital has consequences. Banks, landlords and suppliers may also ask for more. Decide the capital with your business plan in mind, not only the legal minimum.
Step by step: forming an SL
1. Get your NIE
Every foreign founder, shareholder and director who is an individual needs an identification number before the notary appointment. Apply early: depending on where you apply, appointments can take time.
2. Reserve the company name
Before the notary can sign the deed, you must present a certificate from the Central Commercial Register (Registro Mercantil Central) confirming that the name you chose is not already registered (certificación negativa de denominación). The Commercial Register Regulation says:
- the notary cannot sign the deed without the original, valid certificate;
- the name in the deed must match the certificate exactly;
- once issued, the name is reserved provisionally for six months.
You can ask for several alternative names in one application, in order of preference.
3. Open the company’s bank account and deposit the capital
If the capital is paid in cash, the notary must be shown proof that it has been deposited in the company’s name in a bank. That bank certificate is valid for two months. For an SL, the law also allows the founders instead to declare in the deed that they are jointly liable for the reality of the contributions.
4. Sign the deed before a notary
The incorporation of a Spanish capital company requires a public deed (escritura pública) that must then be registered in the Commercial Register. The deed includes the founders, the capital and how it is paid, the articles of association (estatutos) and the first directors. Points to decide before the appointment:
- Corporate purpose. Describe the activities the company will carry out. A clear, realistic description avoids having to amend the articles later.
- Registered office. The company’s address in Spain.
- Management. A sole director, several directors acting jointly or separately, or a board.
- Shareholders’ agreement. It sits outside the deed and is not compulsory, but it is where partners usually settle exits, deadlocks and transfers of shares. We recommend preparing it with legal advice.
5. Register the company and obtain its NIF
After signing, the deed is filed with the Commercial Register of the registered office. The company also needs its own tax identification number (NIF), issued by the AEAT.
6. Census registration before trading: Modelo 036
The AEAT’s guidance on Modelo 036 is clear about timing: the census registration must be filed before you start activities, carry out transactions or become obliged to withhold tax. It is in this form that the company states its activity, its VAT and withholding obligations and, if it will trade within the EU, its request for registration in the intra-community operators register (ROI).
7. Social Security
Under the Social Security registration regulation, an employer must register with the General Treasury of Social Security (TGSS) as a prior and essential requirement before starting activity, and each worker must be registered before they start work. Directors and working partners may have to register with Social Security as well, often in the self-employed scheme when they manage the company and have effective control of it (Article 305 of the General Social Security Law), depending on their role and shareholding. This is worth reviewing case by case.
Is there a faster route? CIRCE and the PAE network
Spain’s CIRCE system lets founders start some forms of business electronically through a single electronic form (Documento Único Electrónico, DUE), which replaces more than 25 administrative forms and sends the data to every administration involved. You can use it yourself or through a business support point (Punto de Atención al Emprendimiento, PAE). It suits straightforward cases. Companies with foreign shareholders, non-standard articles or contributions in kind often follow the traditional route with a notary and adviser.
After incorporation: what the company must do
Forming the company is the start. From day one it has to keep accounts, file tax returns and meet deadlines. Those obligations are covered in our first-year accounting checklist, and in our guide to VAT in Spain.
Frequently asked questions
How much tax do companies pay in Spain?
The general corporate income tax rate is 25%. For tax periods starting in 2026, a company whose net turnover in the previous period was below 1 million euros pays 19% on the first 50,000 euros of taxable profit and 21% on the rest; other companies that qualify as small (entidades de reducida dimensión) pay 23%. Newly created companies that carry on an economic activity pay 15% in their first tax period with a positive taxable base and the following one, unless a lower rate applies. There are exclusions, for example for asset-holding companies and businesses taken over from related parties. These rates are set in Article 29 and the 44th transitional provision of the Corporate Income Tax Law.
What are the steps to starting your own business in Spain?
For an SL: NIE, name certificate, bank account and capital, notary deed, registration in the Commercial Register, NIF, Modelo 036 before trading and Social Security registration. For a self-employed autónomo: NIE, Modelo 036 or 037 with the AEAT and registration in the self-employed Social Security scheme before you start.
How we can help
MMR Consultant’s company formation team can coordinate the name certificate, the notary, the registrations and the first tax filings, and our accounting and payroll teams can take over once the company is trading. Contact us to review your plans before you book the notary.
Sources
Checked on 14 October 2026.
- Boletín Oficial del Estado, Capital Companies Law (Royal Legislative Decree 1/2010), consolidated text: Article 4 (minimum capital), Article 20 (deed and registration), Article 62 (proof of cash contributions).
- Boletín Oficial del Estado, Law 18/2022 on the creation and growth of companies (“Crea y Crece”), Article 2.1 (amends Article 4 of the Capital Companies Law).
- Boletín Oficial del Estado, Commercial Register Regulation (Royal Decree 1784/1996), Articles 412 and 413 (name reservation and certificate).
- Ministerio de Industria, CIRCE and the DUE.
- Agencia Tributaria, Modelo 036 frequently asked questions, page updated 3 June 2025.
- Agencia Tributaria, NIF of individuals: the NIE as general rule for foreign nationals.
- Boletín Oficial del Estado, Social Security registration regulation (Royal Decree 84/1996), Articles 5 and 32.
- Boletín Oficial del Estado, General Social Security Law (Royal Legislative Decree 8/2015), Article 305.2.b (directors and partners with effective control in the self-employed scheme).
- Boletín Oficial del Estado, Corporate Income Tax Law (Law 27/2014), consolidated text, Article 29 and 44th transitional provision.
This article is general information, not legal or tax advice for your case. Rules change: check the official sources again before you act.
