Setting up an SL in Spain: steps and minimum capital
The steps to set up a limited company, capital from €1 and the differences from an SA. If you need it, an English-speaking commercial lawyer guides you through it.
Four steps, from the company name to its registration.
1Company name clearance certificate (certificación negativa de denominación): requested from the Central Companies Registry (Registro Mercantil Central) to check that the name is free and to reserve it.
2Contribution of capital: if it is money, it is paid into an account in the name of the company in formation, with a certificate from the bank.
3Public deed before a notary: it is signed by the founding shareholders, with the articles of association (estatutos sociales), and the director (administrador) is appointed in it.
4Registration at the Companies Registry of the registered office: the company acquires legal personality and obtains its definitive tax number (NIF).
Guide
How to set up a limited company
To set up an SL (sociedad limitada, a limited company) you have to reserve a name, contribute the capital, sign the public deed (escritura) before a notary and register it at the Companies Registry (Registro Mercantil). First, see the differences between an SL and an SA.
01
Online incorporation: CIRCE and PAE
An SL can also be created electronically through the CIRCE system, at an Entrepreneur Service Point (Punto de Atención al Emprendedor, PAE) or online, using the Single Electronic Document (Documento Único Electrónico, DUE). With the standard articles of association, the process is usually quicker and cheaper.
02
Setting up a company in Spain as a foreigner
Foreign shareholders and directors need a foreigner’s identification number (NIE) or a NIF, and can sign through a notarial power of attorney. Depending on where the money comes from, it may be necessary to declare the foreign investment. With a company abroad, another option is a branch in Spain, which is also registered at the Companies Registry.
03
Before signing the deed
Sign a shareholders’ agreement (pacto de socios) and register your trade mark: registering the company name does not give you rights over it (see intellectual property lawyer). From your first customer you will have to comply with data protection. For any other questions, the commercial lawyer area.
Minimum capital: from €1 under the Crea y Crece Act
Since Ley 18/2022, the minimum capital is €1. Until it reaches €3,000, the company allocates at least 20% of its profit to the legal reserve and, if it is wound up without enough assets, the shareholders are jointly and severally liable for the difference between €3,000 and the capital they subscribed.
Comparison
SL or SA: main differences
The two company forms, side by side: capital and transfer.
01
The most common
Limited company (SL)
Its capital is divided into participaciones (company shares).
Minimum capital
From €1 and fully paid up.
Transfer
The sale of its shares to third parties is restricted.
02
Public limited company (SA)
Its capital is divided into acciones (shares).
Minimum capital
Minimum €60,000, with at least 25% paid up on incorporation.
Transfer
Its shares are, in principle, freely transferable.
Commercial law
Other services for your business
Data protection and trade marks: what is worth tying down from the start.
What the business will do, how many shareholders there are and how much capital you plan to contribute.
02
02A specialist
A commercial lawyer reviews it
A bar-registered commercial lawyer studies your project and contacts you.
03
03No obligation
You decide with the facts
You'll know your options and the fee quote before you sign the deed.
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Frequently asked questions
Questions about setting up a company
What is the minimum capital to set up an SL?
€1 since Ley 18/2022. While it is below €3,000, the company must build up a reinforced legal reserve and, if it is wound up, the shareholders are jointly and severally liable up to that figure.
Is it compulsory to go to a notary to set up an SL?
Yes. The company is incorporated by public deed (escritura), which is registered at the Companies Registry (Registro Mercantil). Through CIRCE, the notary appointment is arranged within the same file.
How long does it take to set up an SL?
It depends on the route and on the workload of the notary and the registry. Online incorporation with standard articles of association is usually the quickest.
What is the difference between an SL and an SA?
Capital and transferability: an SL, from €1 and with the sale of its shares (participaciones) to third parties restricted; an SA, €60,000 with at least 25% paid up and shares that are in principle freely transferable.
Do you have to pay tax to set up a company?
Incorporation is exempt from the corporate transactions category (operaciones societarias) of transfer tax and stamp duty (ITP y AJD). The notary and the registry are paid, and afterwards the company pays Corporate Income Tax (Impuesto sobre Sociedades).
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