Why Choose a Public Limited Company (SA) in Spain?
A Sociedad Anónima (SA) is the preferred company type for large businesses and corporations in Spain. It offers:
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Access to public capital via stock issuance
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Suitable for businesses planning to scale or go public
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Strong credibility with institutional investors and banks
🧑💼 Foreign nationals and companies can fully own and manage an SA in Spain.
📋 Requirements to Form a Sociedad Anónima (SA)
🧾 Legal & Capital Requirements
| Requirement | Details |
|---|---|
| Minimum Share Capital | €60,000 (25% must be paid on formation) |
| Shareholders | At least one (individual or company) |
| Directors | Minimum of 3 board members (or sole director in some cases) |
| Registered Office | Must be located in Spain |
| Tax Identification | NIF and NIE (for foreign shareholders) |
💼 A Spanish corporate bank account is required for depositing share capital before registration.
🏛️ Step-by-Step Process to Open an SA in Spain
1️⃣ Reserve a Company Name
Register your chosen company name through the Central Mercantile Registry (RMC).
2️⃣ Obtain NIE & NIF
Foreign individuals and companies must get:
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NIE: Número de Identificación de Extranjero
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NIF: Número de Identificación Fiscal for the company
3️⃣ Open a Bank Account and Deposit Capital
Deposit at least €15,000 (25% of €60,000) and obtain a certificate of deposit.
4️⃣ Draft the Company Bylaws
Bylaws must define:
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Corporate purpose
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Share structure and rights
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Governance rules
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Voting and dividend distribution rules
🖋️ Bylaws are notarized as part of the deed of incorporation.
5️⃣ Sign Public Deed Before a Notary
Founders sign the deed of incorporation before a notary, including:
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Identification documents
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Bylaws
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Bank deposit certificate
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Director acceptance
6️⃣ Register with the Mercantile Registry
Your company becomes legally active once registered with the Registro Mercantil.
7️⃣ Register for Tax & Social Security
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Obtain final NIF
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Register for IVA (VAT)
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Enroll directors/employees with Tesorería General de la Seguridad Social
⚖️ Corporate Governance in an SA
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Must have a Board of Directors or a sole administrator
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Annual General Shareholders Meeting (Junta General) required
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Must file annual accounts and appoint auditors if thresholds are met
📌 SA companies are subject to stricter corporate compliance than SLs.
🌍 Foreign Ownership and International Expansion
An SA is ideal for:
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International joint ventures
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Holding companies
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Businesses planning to list on BME (Bolsa de Madrid)
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Companies issuing public bonds or shares
💼 At Borderless Lawyers, we provide full incorporation support with bilingual legal assistance and POA-based remote setup for foreign shareholders.
📈 Case Study: UAE Tech Firm Expands to Spain
Scenario: A UAE-based AI startup opened an SA in Madrid to access the EU market.
We:
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Drafted bilingual bylaws
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Handled NIEs and bank liaison
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Registered the SA with 3 directors
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Ensured full corporate tax and VAT registration
They now operate across Spain and France with investor-ready governance.
💶 Estimated Costs to Open an SA in Spain
| Item | Approximate Cost |
|---|---|
| Legal Fees & Notary | €1,500 – €3,000 |
| Share Capital (minimum) | €60,000 (25% upfront) |
| Mercantile Registry & Publication | €500 – €1,000 |
| Ongoing Legal & Tax Compliance | €200 – €500/month |
🚀 Start Your Public Limited Company with Legal Backing
A Sociedad Anónima (SA) is your gateway to a scalable, investor-ready company in Spain. At Borderless Lawyers, we provide end-to-end legal, tax, and corporate structuring services tailored to foreign founders.