Setting up a business in Spain is an attractive option for both local and international entrepreneurs thanks to its strong economic system, access to European markets, and investor-friendly regulations. Among the most popular enterprise structures is the Sociedad Limitada (SL), or Limited Liability Firm, which affords flexibility and protection for its owners. Right here’s a step-by-step guide on how to register an SL in Spain and what you should know to get started legally and efficiently.
1. Understand What an SL Firm Is
A Sociedad Limitada (SL) is a private limited company just like an LLC. It’s designed for small and medium-sized enterprises and provides limited liability protection—which means shareholders are only liable for the corporate’s money owed as much as the amount of their investment. An SL requires a minimal share capital of €three,000, which have to be deposited into a Spanish bank account before registration.
This construction is right for entrepreneurs who want to reduce personal financial risk while sustaining operational control and flexibility.
2. Select and Register Your Firm Name
The primary official step is to reserve an organization name with the Central Mercantile Register (Registro Mercantil Central). You’ll want to use for a certificación negativa de denominación social, confirming that your desired firm name is unique and available.
This certificate may be obtained online, and it’s valid for six months (with a three-month legitimateity for incorporation purposes). Make sure your company name reflects your corporation identity and follows Spanish naming regulations.
3. Open a Business Bank Account and Deposit Capital
Next, you need to open a enterprise bank account in Spain under your company’s name. Earlier than incorporation, you’ll have to deposit at the very least €three,000 as the minimal share capital. The bank will then problem a certificate of deposit (certificado bancario), which you’ll want for the next steps of the registration process.
Overseas investors could also be required to present identification documents reminiscent of passports, NIE numbers (foreigners’ tax identification numbers), and proof of address.
4. Draft the Company’s Articles of Association
The Articles of Affiliation (Estatutos Sociales) define the interior guidelines of your organization—its objectives, management construction, shareholder responsibilities, and capital distribution. This document, collectively with the founding deed (escritura pública de constitución), should be signed earlier than a Spanish notary by all shareholders or their legal representatives.
The notary will confirm the legality of the documents and make sure that your organization complies with Spanish corporate law.
5. Receive the Firm’s Tax Identification Number (NIF)
Every SL will need to have a NIF (Número de Identificación Fiscal), which serves as the corporate’s tax identification number. Initially, you’ll receive a provisional NIF from the Tax Agency (Agencia Tributaria), and once your registration is accomplished, you’ll be issued a definitive NIF.
The NIF is necessary for all financial and legal operations, including opening bank accounts, signing contracts, and issuing invoices.
6. Register the Company with the Mercantile Registry
After notarization, your documents must be filed with the Provincial Mercantile Registry (Registro Mercantil Provincial). This step formally incorporates your SL and makes it a legal entity acknowledged by Spanish law. Registration typically takes 7 to 15 days, depending on the region.
Once registered, you’ll receive your company’s official registration number, permitting you to begin trading legally.
7. Register for Social Security and Taxes
Before starting business operations, you will need to register the company and its directors with the Social Security system (Seguridad Social) and the Tax Agency. You’ll also must register for VAT (IVA) if your business activities require it.
If you plan to hire employees, be sure that your organization is enrolled as an employer and that all employment contracts comply with Spanish labor regulations.
8. Optional but Essential: Seek Professional Assistance
While it’s potential to register an SL in your own, working with a lawyer, gestor, or enterprise consultant in Spain can simplify the process. They’ll help with documentation, translations, tax registration, and compliance—saving you time and avoiding costly mistakes.
Key Takeaways
Minimum share capital: €3,000
Required documents: NIE, company name certificate, bank deposit certificate, Articles of Association, and notarial deed
Registration time: Normally 2–four weeks
Official bodies concerned: Registro Mercantil, Agencia Tributaria, and Seguridad Social
Setting up an SL in Spain is straightforward once you understand each step and put together the required paperwork in advance. As soon as incorporated, you’ll enjoy the benefits of operating under a trusted enterprise structure that provides flexibility, limited liability, and access to Spain’s thriving financial environment.
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