The Sociedad Limitada (SL) is Spain’s equivalent of a UK Ltd or German GmbH and the default vehicle for almost any foreign founder operating from Spain. The mechanics are well-defined and the timeline is short — typically two to four weeks once paperwork is in motion — but every step has a sequencing requirement that catches first-time founders out. This is the practical, ordered playbook we walk our incorporation clients through, with the costs and decisions you will face at each stage.
What an SL actually is
A Sociedad Limitada is a private limited liability company governed by the Spanish Companies Act (Ley de Sociedades de Capital, RDL 1/2010). Key features:
- Minimum share capital: €1. Since Law 18/2022 (the Crea y Crece law) the floor dropped from €3,000 to €1, with capital reserve obligations until the share capital reaches €3,000.
- One or more shareholders, individuals or companies, resident or non-resident.
- One or more directors, who must have NIE numbers but not residency.
- Limited liability — shareholders’ exposure is capped at their share capital contribution.
- Annual obligations: corporate tax, VAT (if applicable), annual accounts filing, Modelo 200 corporate tax return.
Step 1: NIE numbers for everyone involved
Every shareholder and every director must have a Spanish foreigner identity number (NIE) before any signature at notary. There are three routes:
- Spanish consulate abroad — slowest but cleanest, 4–8 weeks.
- In-person appointment in Spain at a Comisaría de Policía with foreign-document service — 1–4 weeks depending on city.
- Power of attorney to a Spanish lawyer to apply on your behalf — fastest if you cannot travel, ~1–2 weeks.
We covered the application mechanics in our NIE guide.
Step 2: Reserve the company name
Apply to the Registro Mercantil Central (RMC) for a certificación negativa de denominación social — proof that your chosen name is not already in use. List up to five candidate names in order of preference. Online application takes 1–3 working days; the certificate is valid for three months.
Step 3: Open the bank account and deposit capital
With the RMC certificate, open a corporate bank account in the company-being-formed. Deposit at least €1 of share capital (in practice we recommend €3,000 to skip the reserve obligation). The bank issues a certificado bancario de aportación de capital — proof of deposit — that the notary will need.
This step is often the slowest in the chain. Spanish banks have strict KYC requirements for foreign-owned entities; allow 1–3 weeks for account opening, longer if any beneficial owner has UBO complications or non-EU residence.
Step 4: Draft the articles of association (estatutos)
The estatutos sociales set out:
- Company name, registered office, corporate purpose (objeto social) — be specific but not too narrow; the CNAE code(s) drive what activities the company can invoice for.
- Share capital, number and nominal value of participaciones.
- Governance structure: sole director, joint and several directors, joint directors, or board of directors.
- Financial year and accounting reference date.
Standard estatutos exist for simple cases (the empresa exprés template). Bespoke estatutos are necessary if you have multiple classes of shares, drag-along/tag-along provisions, or anti-dilution clauses — typical for any incorporation that contemplates outside investment.
Step 5: Sign the public deed at notary (escritura)
The escritura pública de constitución is signed by all shareholders (or attorneys-in-fact) at a Spanish notary. Documents the notary needs:
- NIE certificates for every signatory.
- RMC denomination certificate.
- Bank certificate of capital deposit.
- Estatutos and director appointment terms.
- Beneficial ownership declaration (titularidad real).
Notary fees are regulated and fall in the €600–€1,200 range for a standard SL.
Step 6: Tax IDs and registry
Two parallel tracks:
- Hacienda registration: file Modelo 036 to obtain the CIF (corporate tax ID, now called NIF). Register for VAT (IVA) if applicable, register the directors and appoint the firm’s tax representative if any director is non-resident.
- Registro Mercantil Provincial registration: file the escritura with the provincial commercial registry. Once registered, the company has full legal personality. Registry fees scale with capital — typically €100–€400.
The two tracks run in parallel; the company exists from the moment the escritura is signed but cannot invoice until the CIF is issued (typically 1–3 days from Modelo 036).
Step 7: Operational setup
- Open the operating bank account (the formation account converts to operating once the CIF is issued).
- Register at Social Security if hiring employees (the company is a empresario individual) and obtain a CCC (cuenta de cotización).
- Sign up for digital certificates (FNMT or AEAT) — required for almost all subsequent filings.
- Sign a service agreement with a fiscal/labour adviser (gestoría) for monthly payroll, IVA, and corporate tax compliance — DIY is not realistic for a foreign founder.
Total cost and timeline
| Item | Cost (EUR) | Timing |
|---|---|---|
| NIE applications | 0–500 | 1–8 weeks |
| RMC denomination certificate | 25 | 1–3 days |
| Bank account opening | 0 | 1–3 weeks |
| Notary fees | 600–1,200 | Same day |
| Registry fees | 100–400 | 5–15 days |
| Legal advice (incorporation) | 1,500–3,500 | Throughout |
| Total typical range | €2,250–€5,650 | 3–6 weeks |
Common mistakes
- Underspecifying the objeto social — too narrow and you cannot invoice for an obvious adjacent service later. Too broad and the registry rejects it.
- Missing the UBO declaration — required since 2017; missing it freezes registry filing.
- Single-director non-resident — legal but operationally awful for daily banking and Hacienda interactions. Consider appointing a co-director with Spanish residency.
- Skipping the gestoría — Hacienda’s Modelo 200, 303, 111, 115, 232 cycle is unforgiving. Our standard advice for foreign founders: budget €150–€300/month for fiscal compliance from day one.
If you are weighing whether to form an SL or operate as autónomo, or if you need help structuring shareholder agreements alongside the incorporation, book a free consultation and we will map out the right path for your situation.
