Country：西班牙 · Entity Incorporation
Spain · Entity Incorporation
In Spain, the Sociedad Limitada (S.L., limited liability company) is the preferred vehicle for foreign investors, with a minimum registered capital of €3,000 that must be fully paid into a Spanish bank account. No local director or residency is mandatory, but foreign directors/shareholders must hold an NIE (foreigner identification number) and digital certificate. Registration is done integrally via the CIRCE platform and takes as little as 7–10 working days. Corporate tax is 25% and VAT is 21%. Since 2024, UBO (ultimate beneficial owner) declarations have been strengthened (anti-money laundering).
Key points
- Entity types: S.L. limited liability company (most common, min. capital €3,000) / S.A. joint stock company (min. €60,000, 25% paid in at incorporation) / branch / representative office
- S.L. minimum registered capital €3,000 must be paid into a Spanish commercial bank account before incorporation, with a deposit certificate (certificado de ingreso).
- Directors/shareholders: at least 1 director and 1 shareholder, natural persons or legal entities; Spanish residency/nationality not mandatory, but foreign directors and shareholders must hold an NIE (Número de Identificación de Extranjero).
- Registration authority: Registro Mercantil, via CIRCE (business creation information network) which submits the DUE single document and automatically notifies tax, social security, and commercial registry authorities.
- Tax number: NIF/CIF, a provisional number is issued at incorporation and becomes final after registration; CIF also serves as the VAT number.
- Time and fees: name reservation 1–2 days, notarization 1–2 days, commercial registration 3–5 days; official and notary fees approx. €250–450 (excluding capital).
- Since 2024, anti-money-laundering: a UBO (ultimate beneficial owner) declaration must be submitted to the tax authority; the holding structure must be transparent.
Procedure
- Apply to the Central Commercial Registry (Registro Mercantil Central) for a name uniqueness certificate (Certificación Negativa), valid for 6 months.
- Foreign founders/directors obtain an NIE (in Spain, at consulates, or remotely via notarized PoA).
- Open a Spanish corporate account and deposit €3,000 registered capital, obtaining a bank deposit certificate.
- Fill in the DUE single document on the CIRCE platform (company name, shareholders and directors, tax, social security, business activity codes).
- Sign the articles of association and the notarial deed of incorporation at a notary (Notarial Deed, mandatory, non-waivable).
- CIRCE automatically submits the deed to the Commercial Registry; registration is completed within 3–5 working days and the final NIF is obtained.
- CIRCE coordinates tax (AEAT) and social security registration; if hiring employees, register with social security and a mutual insurance company (mutua).
Hard requirements
- S.L.: pay €3,000 into a Spanish bank account and obtain a deposit certificate.
- Foreign directors/shareholders must hold a valid NIE and digital certificate (Certificado Digital / Cl@ve).
- Articles of association notarized and the deed signed (notarization is mandatory).
- UBO ultimate beneficial owner declaration (anti-money-laundering compliance).
Costs
Name reservation approx. €22; notary €150–300; commercial registration €40–100; digital certificate €20–30.Registered capital €3,000 (paid-in, not lost); official fees excluding capital approx. €250–450.Professional assistance (lawyer/gestoría) billed separately; self-service saves approx. €1,000–2,000.⏱ ⏱ Timeline：With complete documents, 7–10 working days (name approval 1–2 days + notarization 1–2 days + registration 3–5 days); remote via PoA, no physical presence required.⚠ Common risks
- Without an NIE, director/shareholder registration cannot be completed (common obstacle for foreign investors).
- Registered capital must be paid in and locked; mixed personal transfers can raise questions about funding sources.
- Skipping notarization (legally required) or mis-filling activity codes delays registration.
- Some regional banks refuse to open accounts for foreign legal entities; choose a suitable bank in advance.
- EU GDPR data compliance and foreign-investment screening (for key technology/infrastructure) need to be assessed in advance.
Handbook
📘 Step-by-Step Handbook (with owner / timeline / cost / penalties)
Applies to：Foreign investors (including Chinese-funded entities) establishing an operating entity in Spain (primarily the S.L. limited liability company); also applies to S.A., branches, and representative offices.
Prerequisites
- Entity type determined (S.L. most common, min. €3,000 paid-in capital).
- Foreign founders/directors obtain an NIE (foreigner identification number).
- Proposed company name pre-checked as available with the Central Commercial Registry.
- If held by a Chinese parent: complete domestic ODI filing first (see ODI dimension) before remitting capital abroad.
- UBO ultimate beneficial owners must be traced through to natural persons for anti-money-laundering declarations.
| Step | Action | Owner | Timeline | Cost | Official form / system | Notes & penalties |
|---|---|---|---|---|---|---|
| 1 | Confirm company form and pre-check name. Apply to the Central Commercial Registry (Registro Mercantil Central) for a name uniqueness certificate (Certificación Negativa), valid approx. 6 months; prepare 2–3 alternative names. | Founder / gestoría firm. | Certificate issued within 1–2 working days. | Name certificate approx. €22 (per Registro Mercantil Central published rates). | Certificación Negativa de Denominación (Central Commercial Registry). | Penalty：Name conflict causes rejection, re-processing, and overall delay. |
| 2 | Foreign founders or directors obtain an NIE. Foreign founders or directors obtain an NIE (Número de Identificación de Extranjero), either in Spain, at consulates, or remotely via notarized power of attorney (PoA). | Founders and Spanish consulates or via notarized PoA | Consulate approx. 2–4 weeks; PoA remote processing can run in parallel with other steps | Administrative fee approx. €10–15 (per consulate published rates) | EX-15 foreigner identification number application | Penalty：Without an NIE, shareholder or director registration cannot be completed (the most common obstacle for foreigners). |
| 3 | Draft articles and prepare the DUE single document. Draft the articles of association (a standard template 'plantilla' can accelerate this) and fill in the DUE single document on the CIRCE platform (Documento Único Electrónico, consolidating 25+ administrative forms including company name, shareholders and directors, tax, social security, activity codes). | Lawyer, gestoría, or founder | 1–3 working days | Free standard articles template; custom lawyer fees extra | Documento Único Electrónico (DUE) via CIRCE | Penalty：Mis-filled articles or activity codes (IAE/CNAE) delay registration. |
| 4 | Open a Spanish corporate account and pay in registered capital. Open a Spanish corporate account and pay in the €3,000 registered capital, obtaining a bank deposit certificate (certificado de ingreso). | Founder and bank | 1–3 weeks (subject to KYC) | Registered capital €3,000 paid in (not lost) plus account maintenance fees | Bank deposit certificate (certificado de ingreso) | Penalty：Funding sources must be clear; mixed personal transfers can trigger anti-money-laundering (AML) questions. |
| 5 | Sign the notarial deed of incorporation. All founders must sign the articles of association and the public deed of incorporation (Escritura pública de constitución) at a notary. Notarization is legally mandatory and cannot be waived. | All founders and the notary. | Appointment takes 1–2 days; signing completed the same day. | Notary fee approx. €150–300 (per notary published rates). | Escritura pública de constitución (notarial deed of incorporation, legally mandatory). | Penalty：Skipping notarization is unlawful; the company is not formed. |
| 6 | Register with the Commercial Registry and obtain the final NIF. The notary submits the deed to the Commercial Registry (Registro Mercantil); after registration, the final NIF/CIF (also the VAT number) is obtained. S.L. companies using standard articles can complete within 24 hours. | Notary / Registro Mercantil. | 3–5 working days (within 24 hours with standard articles). | Registration fee approx. €40–100. | Submit the deed to Registro Mercantil. | Penalty：Failure to register within 1 month of signing the deed may incur penalties. |
| 7 | CIRCE-coordinated tax and social security registration. CIRCE automatically coordinates tax (AEAT, tax number and VAT registration) and social security registration; if hiring, register social security (Seguridad Social) and a mutual insurance company (mutua). | Automatic system / CIF. | Account created immediately after registration. | Included in the fees above. | AEAT tax number and VAT registration; Seguridad Social alta (social security registration) | Penalty：Invoicing without registration is a violation. |
✅ Self-check list
⚠ Common pitfalls
NIE bottleneck影响：Foreigners cannot complete shareholder/director registration, stalling the entire process规避：Obtain the NIE early at a consulate or remotely via PoA, running in parallel with incorporation
Registered capital not paid in or unclear funding sources影响：Banks refuse the deposit certificate, registration rejected; mixed funding triggers AML review规避：Use a dedicated corporate account; shareholders transfer separately and keep records
Skipping notarization影响：The deed is legally mandatory; without it the company cannot be formed规避：Sign the Escritura pública (deed) at a notary
Wrong activity codes (IAE/CNAE)影响：Misaligned tax/social security registration, later audit corrections规避：Verify the correct activity codes before registration
Banks refusing foreign legal entities影响：Cannot deposit capital or operate规避：Pre-select SME- or foreigner-friendly banks and prepare complete KYC documents
Missing UBO declaration影响：Violates anti-money-laundering obligations and incurs fines规避：Submit the beneficial owner declaration at incorporation
📅 Ongoing post-incorporation obligations
- File the annual corporate tax (CIT) return Modelo 200 to AEAT after the fiscal year and make provisional payments on schedule
- File VAT (IVA) Modelo 303 / 390 on schedule
- Keep the NIF valid; update address and director changes with the Commercial Registry promptly
- If hiring employees, continue social security contributions and submit annual payroll records
- Arrange an annual audit once size thresholds are met
- Update the UBO declaration promptly on beneficial ownership changes
🔗 Official portals
📎 Source：Registro Mercantil (Commercial Registry); CIRCE company creation platform; Spanish tax law; CCPIT guidance
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