Opening an SL in Spain on your own: a route card for residents and non-residents

Opening an SL in Spain: a 15-step scheme

1. Get NIEs for the founders and the director

   Without an NIE, a notary will not execute the escritura for a foreign national, and the tax office will not assign the company a NIF. Every founder who is an individual and the director need an NIE; a non-resident gets it on economic grounds through a consulate or the police in Spain.

   • Listed the founders and the director and checked each one’s NIE
   • Filed NIE applications for the non-residents, explaining the economic reason
   • Checked who can sign documents by proxy: NIE in Barcelona step by step

   Where: Policía Nacional or a Spanish consulateTiming: depends on appointments and the consulateCost: fee 790-012, see NIE cost

   When to get help: a founder or the director is a citizen or resident of Russia or Belarus. EU restrictive measures may affect individual steps of this route, so check with a lawyer before you start whether they apply to your case.

2. Choose the route: online via CIRCE and PAE, or at a notary

   Articles 15 and 16 of Ley 14/2013, as amended by Ley 18/2022, set out filing through the CIRCE system: the Documento Único Electrónico (DUE) is completed at a PAE (Punto de Atención al Emprendedor) or online, the notary sets the signing within 12 working hours, and the registrar records the company within 6 working hours with standard articles. Without standard articles, final registration takes up to 5 days. The ordinary route: you choose the notary yourself and file the documents with the register yourself.

   • Decided: CIRCE online, an in-person PAE or a traditional notary
   • For online filing, checked the digital certificate: certificado digital
   • Understand that the online and in-person routes are separate: steps from one cannot be carried over to the other

   Where: PAE, online PAE, notaryTiming: 12 working hours to the notary, 6 working hours for registration (Article 15 Ley 14/2013)Cost: notary fees under Real Decreto 1426/1989

   When to get help: the contribution is in kind. Fully online incorporation under Article 22 bis LSC does not allow non-cash contributions.

3. Get the certificación negativa de denominación

   The name is checked and reserved by the Registro Mercantil Central. One application can list up to five options, and the name granted is reserved for the applicant for six months.

   • Prepared up to five name options following the RMC rules
   • Applied online on the RMC sede, by post or in person in Madrid
   • Checked the date: for signing the escritura the certificate is valid for three months

   Where: Registro Mercantil CentralTiming: reserved for 6 months, 3 months for the escrituraCost: see the RMC page

   When to get help: the name resembles someone else’s brand or trademark.

4. Choose your articles: standard or your own

   Estatutos tipo give the fastest route through CIRCE but do not allow custom rules. You need your own articles if restrictions on selling shares, special quorums or several directors with different powers matter to you.

   • Defined the business activity (objeto social) and the registered address in Spain
   • Chose the management body: sole director, joint and several directors, joint directors or a board
   • Decided whether special rules on shares and a member’s exit are needed

   Where: CIRCE (standard), notary (your own)Timing: before the notary appointmentCost: included in the notary fees

   When to get help: several members with different stakes and plans. A shareholders’ agreement is best discussed with a lawyer before the articles are signed.

5. Pay in the capital and get the certificado de depósito

   Under Ley 18/2022, the minimum capital of an SL is 1 euro. While the capital is below 3,000 euros, at least 20% of profit goes to the reserve fund, and on liquidation with insufficient assets the members are jointly and severally liable for the shortfall up to 3,000 euros. The bank issues a deposit certificate, valid for two months.

   • Chose the capital amount bearing in mind the restrictions below 3,000 euros
   • Opened the company’s account with an institution and paid in the contribution: account with a Spanish bank
   • Got the certificado de depósito no earlier than two months before the escritura
   • Know the alternative: an SL needs no certificate if the founders state in the escritura that they are jointly and severally liable for the contribution being real (Article 62.2 LSC)

   Where: bank or payment institutionTiming: the certificate is valid for 2 months (Article 62.3 LSC)Cost: per the bank’s charges

   When to get help: the bank refuses an account or asks for many documents on the source of funds; for citizens and residents of Russia and Belarus, check the EU restrictions with a lawyer before transferring money.

6. Prepare the declaration on the titular real

   Under Ley 10/2010 the notary must identify the beneficial owner (titular real): the individual who directly or indirectly holds more than 25% of the capital or votes, or otherwise controls the company. If there is no such person, the director is treated as the beneficial owner.

   • Mapped the chain of ownership down to individuals
   • Prepared the passports and NIEs of the beneficial owners
   • Prepared documents on the source of funds for the capital

   Where: notaryTiming: when signing the escrituraCost: included in the notary’s work

   When to get help: the founder is a foreign company, a trust or a nominee holding.

7. Sign the escritura de constitución

   The escritura de constitución, the notarial deed of incorporation, contains the articles, the shares, the capital and the appointment of the director. Foreign documents for the notary usually need an apostille and a translation.

   • Brought the certificación negativa, the certificado de depósito or the Article 62.2 statement, NIEs and passports
   • For signing by proxy, had the notarial proxy issued with an apostille and translation: apostille for Russian documents
   • If I don’t speak Spanish, arranged an interpreter at the notary’s office

   Where: a notary in Spain (via CIRCE, a regular visit or online under Article 22 bis LSC)Timing: while the certificates are validCost: notary fees

   When to get help: you are signing by proxy from abroad, or the articles are not standard.

8. Get a NIF provisional

   Until the company is registered, the tax office assigns a temporary NIF. Without a NIF the company cannot receive or make payments, buy or hire staff.

   • Filed modelo 036 with a copy of the escritura (often done by the notary or CIRCE)
   • Received the NIF provisional card
   • Worked out how a NIF differs from an NIE: what a NIF is

   Where: Agencia Tributaria (AEAT), online or at an officeTiming: see the AEAT pageCost: free

   When to get help: the director is not resident and has no digital certificate for filing.

9. Tax on corporate transactions: claim the exemption

   Incorporating a company falls within the scope of the tax on corporate transactions (Article 19 ITPAJD) but is exempt from it (Article 45.I.B.11). In Catalonia this tax is administered by the ATC.

   • Checked on the ATC website whether a return stating the exemption must be filed
   • Kept the filing receipt for the register
   • Understand the difference between AEAT and ATC: AEAT and ATC

   Where: ATC (Catalonia) or the regional tax authorityTiming: see the ATC pageCost: no tax payable (exemption)

   When to get help: you are contributing property or other assets to the capital; the tax questions there are broader.

10. Register the company with the provincial Registro Mercantil

    The escritura is filed with the Registro Mercantil for the registered office within two months of signing (Article 32 LSC). Through CIRCE, the notary files it electronically.

    • Filed the escritura, the NIF provisional and the tax confirmation from step 9
    • Followed the status and fixed the registrar’s objections, if there were any
    • Received the escritura with the registration stamp

    Where: Registro Mercantil de Barcelona (for Barcelona)Timing: file within 2 months; with standard articles of association, registration in 6 working hours, without them up to 5 daysCost: registrar’s fee schedule; publication in the BORME is free with standard articles

    When to get help: the registrar refused or raised objections to the articles of association.

11. Get the NIF definitivo

    After registration, the provisional NIF is replaced with the definitive one: you file modelo 036 with a copy of the registered escritura.

    • Filed the 036 with the registration stamp
    • Received the NIF definitivo and gave it to the bank

    Where: AEATTiming: see the AEAT pageCost: free

    When to get help: the deadline has passed and the NIF is still provisional.

12. File the alta censal with modelo 036

    Before its first transaction, the company registers its activity in the tax register: type of activity, VAT (IVA), withholdings, address. It is the same modelo 036, but with the start-of-activity boxes ticked.

    • Chose the type of activity and the IVA regime
    • Decided whether registration for intra-EU transactions is needed
    • Read up on the main taxes: SL taxes

    Where: AEAT, onlineTiming: before starting activityCost: free

    When to get help: sales within the EU, employees or activity in several countries. A gestor is useful here.

13. Director and RETA: check whether it is mandatory

    A director who manages the company and controls it generally registers with RETA, the self-employed scheme (Article 305 LGSS). Shareholding thresholds and exceptions are checked against the law for your situation.

    • Worked out whether the director is paid and what stake they control
    • Checked where the director is insured if they do not live in Spain
    • Read up on RETA and alta and autónomo contributions

    Where: Seguridad Social (TGSS)Timing: see the Seguridad Social pageCost: contribution according to the Seguridad Social table

    When to get help: the director lives in another country or is already insured in Spain in some other way.

14. Set up the bookkeeping and annual accounts

    The company keeps accounts and electronic books and legalises them at the Registro Mercantil within four months of the year end. The general meeting approves the accounts within six months, and they are filed with the register within a month of approval. The corporate income tax return, modelo 200, is filed within 25 days after six months from the end of the tax period.

    • Put the quarterly and annual returns in the calendar: SL tax calendar
    • Legalisation of the books: within 4 months of the year end
    • Approval of the accounts, depósito de cuentas, modelo 200

    Where: AEAT, Registro MercantilTiming: for a calendar year, modelo 200 from 1 to 25 JulyCost: register fees and the accountant’s services are extra

    When to get help: almost always. Few people keep an SL’s books themselves: mistakes in the accounts and taxes cost more than a gestor.

15. Declare the foreign investment (D-1A)

    A non-resident who acquires 10% or more of the capital or voting rights when the SL is set up files form D-1A with the Registro de Inversiones within a month of the investment date. Investments from jurisdictions that Spain considers non-cooperative are declared whatever the stake, and in some cases in advance.

    • Checked which partners are non-residents and what stake each holds
    • Filed the D-1A and kept the confirmation
    • Checked whether my sector needs prior authorisation

    Where: Registro de Inversiones, Subdirección General de Inversiones ExterioresTiming: 1 month from the investment dateCost: free

    When to get help: the founder is a foreign company, the investment comes from a non-cooperative jurisdiction or the sector is strategic.