Business

Spain — Forming a Company (Sociedad Limitada) as a Foreigner

The Sociedad Limitada (SL) is the standard company vehicle for foreigners setting up a business in Spain (as opposed to registering as an autónomo/sole trader, which is covered elsewhere). Spain runs a government electronic one-stop-shop, CIRCE (Centro de Información y Red de Creación de Empresas), that can incorporate an SL in as little as 24-48 hours by routing a single electronic filing to the notary, the Registro Mercantil (Companies Registry), the Agencia Tributaria (tax agency, AEAT) and Social Security simultaneously.

CIRCE / Punto de Atención al Emprendedor (PAE), Spanish Ministry of Industry · Last verified 2026-07-11

Why This Matters

Choosing the right entity and using the CIRCE fast track (instead of a fully manual, paper-based incorporation) materially changes how long it takes a newcomer to legally start invoicing, hire staff, and open a business bank account in Spain — the difference between roughly two days and up to a month.

Key Facts

  • Minimum share capital for an SL is €1 under the "SL Sucesivos" regime created by Ley 18/2022 ("Crea y Crece"), which replaced the previous €3,000 minimum (BOE-A-2022-15818, amending the Ley de Sociedades de Capital).
  • If capital is set below €3,000, the company must allocate at least 20% of annual profits to a legal reserve until reserves plus capital reach €3,000, and partners are jointly liable for the shortfall (up to €3,000) if the company is wound up before reaching that threshold.
  • CIRCE's DUE (Documento Único Electrónico) bundles more than 25 separate administrative forms into a single filing.
  • Access to CIRCE is via a PAE (Punto de Atención al Emprendedor) — either an in-person network point (chambers of commerce, town halls, participating gestorías) or the self-service "PAE Virtual" portal — authenticated with Cl@ve or an electronic certificate.
  • Every company needs its own NIF (tax ID), separate from any individual owner's NIE/NIF, requested from AEAT via Modelo 036.
  • Unconfirmed: multiple private legal-sector sources state that a foreign individual acting as company administrator or shareholder must first obtain a NIE (Número de Identificación de Extranjero), and that missing this can be the main cause of delay (cited as 2-6 weeks via a Spanish consulate). I could not confirm this specific requirement against an official AEAT, Registro Mercantil, or Ministry of Justice page during this session — verify directly with the Registro Mercantil or a gestor before relying on it.

Steps

  1. 1. Reserve the company name — Request a "certificación negativa de denominación social" from the Registro Mercantil Central, listing several name options in order of preference.
  2. 2. Get a provisional NIF for the company — File Modelo 036 with AEAT along with the negative name certificate and the "acuerdo de voluntades" (pre-incorporation agreement). This must happen before any invoicing, purchasing, or hiring.
  3. 3. Deposit the share capital — Open a Spanish bank account and deposit the chosen share capital (minimum €1). Confirm current bank-deposit-certificate requirements with the notary, as practice can vary depending on the capital amount chosen — this detail was not independently confirmed via an official source this session.
  4. 4. Complete the DUE through a PAE — Provide company details, partner/shareholder data, registered address, and business activity (CNAE code), either in person or via PAE Virtual.
  5. 5. Sign the deed of incorporation before a notary — This is the only in-person step in the CIRCE process. Using standardized bylaws ("estatutos tipo") and a CIRCE-affiliated notary qualifies for the fastest processing track.
  6. 6. Registro Mercantil registers the company — The registrar must inscribe the company within six working hours of receiving complete documentation.
  7. 7. AEAT issues the definitive NIF — The definitive NIF is communicated electronically through CIRCE once the company is registered; Social Security employer registration is processed in parallel if the company will hire staff.

Costs

  • Minimum share capital: from €1 (many advisers recommend €3,000+ if the company needs credibility with banks, suppliers, or corporate clients).
  • I did not find a single official page consolidating notary and Registro Mercantil fees during this session — flagged as unconfirmed; check with a notary or notariado.org for current fee scales.:

Timelines

  • 24-48 hours via CIRCE when using standardized bylaws and a CIRCE-network notary.:
  • Up to 15-30 days for a traditional, non-standardized incorporation route.:
  • When processed outside CIRCE, AEAT must assign a NIF within 10 business days of a complete Modelo 036 request.:

Required Documents

  • Negative company name certificate (Registro Mercantil Central)
  • DUE (Documento Único Electrónico)
  • Deed of incorporation and company bylaws
  • Proof of share capital deposit (where applicable)
  • Modelo 036 (NIF request / census registration)
  • NIE for foreign administrators/shareholders — unconfirmed via official source, see note above

Common Mistakes

  • Setting capital at €1 without understanding the mandatory 20%-to-reserve rule until reserves reach €3,000.
  • Not using a CIRCE-network notary, which forfeits the speed advantage of the one-stop-shop process.
  • Invoicing or contracting before the provisional NIF is granted.
  • Foreign founders leaving NIE applications until the last minute, given the multi-week consular processing times reported by private-sector sources.
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