How to set up an SL in Spain as a non-resident: steps and costs

Can a non-resident open an SL in Spain?

Yes. The ipyme.org guide (Ministry of Industry and Tourism) sets no requirement for SL partners to live in Spain; the minimum is one partner [1]. A foreigner needs an NIE: for those who work in the company, that means an NIE and a residence and self-employment work permit; for “capitalists” who neither live in Spain nor work in the company, an NIE por asuntos económicos [1]. We explain how to get an NIE in the article NIE in Barcelona.

There is no residence requirement for the director either: articles 212 and 213 of the Ley de Sociedades de Capital (LSC) say that the director may be a natural or legal person and need not be a partner unless the articles of association require otherwise. Article 213 lists the prohibitions: minors, persons lacking legal capacity, persons convicted of certain offences, and others [2]. But working in the company in Spain requires a separate immigration status [1].

What is an SL and what should you know before registering it?

A Sociedad de Responsabilidad Limitada (SL, S.L., S.R.L.) is a commercial company whose capital is divided into participaciones sociales. The partners are not personally liable for its debts (article 1 LSC) [2]. One partner is enough; such a company is called an SLU, and this must be stated on all its documents [1]. The name must include “Sociedad Limitada” or S.L. (article 6) and cannot be the same as another company’s name (article 7). The registered office is in Spain, where the company is managed or has its main establishment (article 9) [2]. Incorporation requires an escritura pública and registration in the Registro Mercantil (article 20) [2].

The minimum capital is €1, and only in euros. If the capital is below €3,000, at least 20% of profit goes to the reserva legal until capital and reserve together reach €3,000. If the assets are not enough on liquidation, the members are jointly and severally liable for the difference between €3,000 and the subscribed capital (article 4) [2]. The company keeps accounts and pays Impuesto sobre Sociedades and IVA on its activity [1]. A comparison with self-employed status is in the article autónomo or SL.

How a non-resident opens an SL: step by step

1. An NIE for every partner and director. The NIE is one of the mandatory documents for the DUE [1].
2. Name. Request a certificación negativa de denominación from the Registro Mercantil Central: it confirms that no company has that name. The name reservation lasts six months, the certificación itself three months, renewable for another three [1].
3. Capital. Before the notary you need to show a bank certificado of a deposit in the name of the SL being formed (valid for two months). Alternatively, the founders state in the escritura that they are jointly and severally liable for the reality of the contributions (article 62 LSC) [1][2].
4. Estatutos and escritura. The estatutos set out the name, corporate purpose, registered office, capital, management structure and decision-making rules (article 23); the escritura sets out the partners, contributions, estatutos and directors (article 22) [2]. With capital up to €3,100 you can use standard estatutos [3].
5. Signing. The partners appear before the notary in person or through a representative with sufficient powers [1]. An SL can be incorporated entirely online (article 22 bis LSC) [2]. With the Punto de Atención al Emprendedor (PAE) and the electronic DUE document, only one visit to the notary is needed; the system itself sends the data to the AEAT, the regional tax authority, the Registro Mercantil and the Seguridad Social [1].
6. Tax on incorporation. ITP/AJD is not charged on company incorporations, but modelo 600 is required as proof; CIRCE obtains it itself [1].
7. Registration in the Registro Mercantil. The registrador reviews the documents and enters the SL in the register, after which it has full legal capacity. The provisional NIF is replaced with a permanent one [1].
8. AEAT, Seguridad Social. The alta declaration is filed before activity starts [4]. The DUE creates the contribution account numbers and the alta of partners and employees; whether a partner who is also director needs alta in RETA depends on their stake and duties [1].
9. Books and certificate. The libro de actas and libro registro de socios are legalised at the Registro Mercantil. You need an electronic certificate for filings [1][5].

Until the SL is registered, the people who entered into transactions in its name are jointly and severally liable for them (article 36 LSC), so do not start operating before registration [2]. If the company registers data on its beneficial owners, the data go into the Registro Central de Titularidades Reales; data from the escritura and actas notariales are treated as reliable [9].

How much it costs to open an SL in Spain: official costs

The RDL 13/2010 rates apply to electronic incorporation of an SL. For other procedures the costs are set by the general aranceles; we have not checked them. What a gestor, translation and apostille cost depends on the provider: ask for a quote before signing. The SL’s running costs after registration (accounting, contributions, taxes) are not included in the table.

What a non-resident should consider when setting up an SL

Tax status. An entity incorporated under Spanish law is treated as resident in Spain for Impuesto sobre Sociedades (article 8 Ley 27/2014), regardless of where its partners live [7]. We cover corporate income tax and IVA in the article SL taxes.

Dividends. A non-resident receiving dividends from an SL pays Impuesto sobre la Renta de no Residentes; the general rate on dividends is 19% (article 25.1.f TRLIRNR), and there are exemptions and double taxation treaty rules [11]. The overall tax picture for non-residents: resident and non-resident.

Language and documents. If you do not speak Spanish, the notary can translate the deed orally, draw it up in two columns or bring in an interpreter (article 150 Reglamento Notarial) [8]. Documents issued abroad usually need an apostille and a sworn translation (check with the notary): see apostille.

Electronic certificate. To file the DUE yourself you need an electronic certificate [1]. SL filings are made electronically, so arrange a certificate or a representative in advance.

Residence. An SL does not give you the right to live in Spain. If you plan to live and work in the country, you need a separate status (an overview of grounds is on the page residence permit in Barcelona, and intra-group transfers are covered in the article ICT): the startup visa, DNV or autónomo or another ground.

What to do after registering the SL?

An SL has obligations from the start that you need to put in your calendar [2][5]:

• prepare the annual accounts within three months of the year end (article 253 LSC);
• hold the ordinary junta within the first six months of the year to approve the accounts (article 164);
• file the accounts with the Registro Mercantil within one month of approval (article 279);
• legalise the mandatory books within four months of the year end, that is, by 30 April for a calendar year [5];
• file the Impuesto sobre Sociedades return within 25 days after six months from the end of the period, that is, 1-25 July for a calendar year; the AEAT gives 27 July 2026 as the last day for IS 2025 [10].

From 1 January 2027, Real Decreto 1007/2023 (VERI*FACTU) takes effect for Impuesto sobre Sociedades taxpayers: your SL’s invoicing software must meet its requirements [6]. The full list of returns and deadlines is in the article autónomo and SL filings.

Common mistakes when a non-resident opens an SL

• The name is not reserved in time. The certificación is valid for three months; if the escritura is not signed within that time, it is renewed for another three months or requested again [1].
• €1 capital without understanding the consequences. The 20% reserve and joint and several liability for the shortfall up to €3,000 apply while capital is below that amount [2].
• Operating before registration. Contracts in the name of an SL that is not yet registered bind the signatories personally and jointly and severally [2].
• The NIE is left to the last minute. It is needed for the DUE, so getting it is the first step [1].
• Confusing an SL with a residence permit. Registration does not give the right to reside: that is obtained separately [12].
• Books not legalised and accounts not filed. The 4-month deadline and the 1-month deadline after approval go in the calendar from the first year [2][5].
• SL chosen without doing the numbers. Sometimes it is simpler to stay autónomo; see the comparison in the article autónomo or SL.

When do you need an individual review?

You need a review when one of the partners is a legal entity or a partner abroad has no access to a notary, when powers of attorney and documents were issued in another country, when the SL is meant to hold property, when you want to live in Spain and work in the SL, and when you are unsure whether you need an SL at all. These questions depend on the case; check them with a lawyer or gestor before signing the escritura.

How we can help

The ReloVictory team in Barcelona helps you match setting up a company with your immigration status: whether you need a residence permit, which ground fits (DNV, entrepreneur residence, autónomo) and which documents the authority will ask for. The tax and administrative side is handled by the team’s graduada social, the legal side by the lawyer. First consultation: 15 minutes free; full consultation: €121 for 45 minutes. Book: consultation. Service page: digital nomad residence permit.

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ReloVictory · Sources reviewed 02.10.2026 · Not a substitute for individual legal advice.