Spanish SL Company Formation: Step-by-Step Legal Guide

If you’re a foreigner looking to establish a limited liability company (SL) in Spain, you’re choosing the country’s most popular corporate structure.

A Sociedad Limitada (SL) offers flexibility, low minimum capital requirements, and full liability protection. This guide walks you through the complete Spanish SL company formation process, from naming the company to registering with tax authorities.

---

📌 Why Choose an SL in Spain?

✅ Limited Liability: Owners are only liable up to the capital invested
✅ Low Capital Requirement: Just €3,000 minimum
✅ Separate Legal Entity: Distinct from the owners
✅ Good for SMEs, startups, and foreign subsidiaries

Whether you’re running your own venture or expanding into Spain, an SL is a scalable and compliant option.

---

📑 Requirements to Form a Spanish SL Company

---

🛠️ Step-by-Step: How to Register a Spanish SL

Step 1: Request Company Name Certificate

Apply for the Certificación Negativa at the Registro Mercantil Central (RMC) to reserve your company name.

• This confirms your name is unique

• Valid for 3 months

---

Step 2: Get NIE Numbers for Founders

All foreign directors and shareholders must obtain a NIE (Número de Identidad de Extranjero). It’s essential for:

• Tax purposes

• Notary services

• Bank and registry use

---

Step 3: Open a Business Bank Account & Deposit Capital

Open a Spanish business account to deposit the €3,000 share capital.

• Bank issues a certificate for the notary

• Can be done in person or by a lawyer via power of attorney

---

Step 4: Draft Articles of Association

These are your company bylaws and must include:

• Name and registered office

• Capital and shareholder structure

• Director appointment and powers

• Business purpose (objecto social)

Our lawyers ensure your bylaws comply with Spanish corporate law.

---

Step 5: Sign Notarial Deed of Incorporation

Appear before a Spanish notary to sign the escritura pública de constitución, which includes:

• Articles of Association

• Certificate of capital deposit

• Shareholder and director information

• NIE numbers and IDs

If you’re not in Spain, we can handle this via power of attorney.

---

Step 6: Register with the Tax Office (Agencia Tributaria)

Apply for your company’s CIF (Número de Identificación Fiscal) and register for:

• IVA (VAT)

• Impuesto de Sociedades (corporate tax)

• Employee withholding (IRPF)

---

Step 7: Register with the Mercantile Registry

Submit your notarial deed and documents to the Provincial Mercantile Registry (Registro Mercantil Provincial) to legalize your SL.

• You’ll receive your final company registration certificate

---

Step 8: Register with Social Security (if applicable)

If your SL has employees or the director is paid a salary:

• Register for social security obligations

• Pay monthly employer and employee contributions

---

📚 Documents Needed for SL Formation

• NIEs and passports of all founders

• Certificación Negativa

• Articles of Association

• Proof of capital deposit

• Notary deed of incorporation

• CIF (tax ID) from Agencia Tributaria

• Company address documentation

---

🔎 Common Mistakes to Avoid

🚫 Using an existing business name
🚫 Not depositing full capital
🚫 Missing registration deadlines
🚫 Incorrect tax registration (especially IVA and IAE)
🚫 DIY bylaws that don’t comply with Spanish law

---

📌 How Long Does SL Company Formation Take?

With a Spanish lawyer and power of attorney, an SL can be fully formed in 7–14 business days.

Without legal support or if done remotely, the process may take longer due to:

• NIE delays

• Notary appointment backlogs

• Bank verification timelines

---

🧑‍⚖️ How Borderless Lawyers Can Help

We assist clients from start to finish with:

• Company name registration

• NIE acquisition

• Power of attorney solutions

• Notarial deed drafting and signing

• Bylaw compliance

• Tax and registry filing