Why Set Up a Limited Liability Company (SL) in Spain?
The Sociedad de Responsabilidad Limitada (SL) is the most popular company type in Spain for small and medium-sized businesses. It offers flexibility, limited shareholder liability, and a relatively fast formation process.
✅ Advantages of an SL:
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✔️ Limited liability for shareholders
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✔️ Only €1 minimum share capital required (previously €3,000)
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✔️ Suitable for startups, consultants, and family-run businesses
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✔️ Can be formed by one or more shareholders
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✔️ Fully compliant with EU market standards
📝 Requirements to Form an SL in Spain
👤 1. Shareholders & Directors
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At least one shareholder (can be a person or a company)
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At least one director (resident or non-resident)
🏦 2. Share Capital
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Minimum €1 (though most banks still recommend €3,000 for practical operations)
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Capital must be deposited in a Spanish bank before registration
📄 3. Company Name Reservation
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Unique name must be approved by the Central Mercantile Registry
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Certificate of name availability issued (valid for 6 months)
📍 4. Registered Address in Spain
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A Spanish fiscal address is mandatory for the company
🔢 5. Tax Identification Number (NIF)
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Obtain a NIF for the company from the Spanish Tax Agency
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Foreign shareholders must also obtain NIE numbers
🛠️ Step-by-Step Process
📑 Step 1: Legal Consultation
We assess your goals, shareholder structure, and optimal setup for tax and liability.
🏦 Step 2: Open a Spanish Business Bank Account
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Deposit share capital
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Obtain a bank certificate for the notary
🖋️ Step 3: Draft and Sign Articles of Association
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Signed in front of a Spanish notary
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Includes governance rules, shareholder rights, and business activity
🧾 Step 4: Register with the Mercantile Registry
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Submit notarized deed and supporting documents
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Get official company registration number
📊 Step 5: Register for Tax and Social Security
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VAT (IVA) registration
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Company social security number (if hiring employees)
⚖️ Legal & Tax Considerations
💼 Corporate Governance
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Shareholders and directors must comply with Spanish Commercial Code
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Annual general meetings and proper accounting are required
💸 Corporate Tax
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Corporate tax rate: 25%
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Quarterly VAT and tax declarations
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Mandatory annual financial statements
🌍 How Borderless Lawyers Can Help
As an international legal team, we assist entrepreneurs, investors, and SMEs with:
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✅ Company formation & registration
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✅ NIE/NIF acquisition for foreign shareholders
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✅ Bank introductions & accounting setup
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✅ Ongoing corporate compliance
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✅ Immigration advice for business founders
📌 Multilingual service | 📈 Business-focused legal advice | 🔒 Confidential process
💬 Real Example
Case: A New Zealand-based tech founder wanted to establish a remote company in Barcelona. We helped register his SL with a single shareholder/director structure, acquired the NIF/NIE, and managed registration—all without him needing to travel to Spain.
🚀 Start Your Spanish Business with Confidence
Ready to form your company in Spain? Let us handle the legal work so you can focus on growing your business.