Last reviewed October 7, 2026 · By the NYBACS advisory team
Short answer
Yes — foreigners and foreign companies can own 100% of a Spanish sociedad limitada (SL). Each foreign individual shareholder and director needs an NIE, and a foreign corporate shareholder needs a Spanish NIF. The steps are a negative name certificate from the Central Mercantile Registry, a bank account for the capital, a provisional company NIF, a public deed signed before a notary, and registration in the provincial Registro Mercantil.
Key takeaways
- Since Law 18/2022 an SL can be formed with €1 of capital, but below €3,000 it must allocate 20% of profits to a legal reserve and shareholders face liability for the shortfall in liquidation.
- Foreign individuals need an NIE and foreign companies a Spanish NIF before the notary will execute the deed of incorporation.
- The SL gains legal personality only when registered in the provincial Registro Mercantil; the deed must be filed within two months of signing.
- Foreign investment in a new Spanish company is generally declared afterwards to the Investment Register using form D-1A, and some non-EU investments in strategic sectors need prior authorization.
- The general corporate tax rate is 25%, with reduced rates for newly created companies and smaller companies that depend on conditions and are being phased in.
Spain at a glance
| Common entity for foreign owners | Sociedad Limitada (SL, also SRL); Sociedad Anónima (SA) for larger companies; branch (sucursal) also possible |
|---|---|
| Company registry | Provincial Registro Mercantil; company names cleared by the Registro Mercantil Central |
| Foreign ownership | Generally 100% permitted; prior FDI screening for certain non-EU investments in strategic sectors; post-investment D-1A declaration |
| Local director / resident requirement | No residency requirement for the administrador, but an NIE is required |
| Registered office (domicilio social) | Required in Spain |
| Key tax registrations | Company NIF and census declaration (modelo 036) with the AEAT, intra-EU operator register (ROI) where needed, Social Security as employer |
| Recurring compliance | Corporate tax (modelo 200), VAT returns, annual accounts deposited at the Registro Mercantil, beneficial ownership declaration |
| Typical setup timeline (indicative) | Often three to six weeks; obtaining NIEs from abroad and the bank certificate frequently add time |
Indicative only. Rules, filings, fees, ownership restrictions and timelines vary and change — confirm the current position before acting.
Why the Sociedad Limitada is the default for foreign owners
The SL is Spain's private limited company and the vehicle used by most foreign-owned subsidiaries and SMEs. It can have a single shareholder (sociedad unipersonal, which must be disclosed in the registry), and it is managed by one or more administradores or a board.
| SL | SA | |
|---|---|---|
| Minimum capital | €1 (with safeguards below €3,000) | €60,000, at least 25% paid in |
| Share transfers | Restricted, by public document | Freer, suits investors |
| Typical fit | Subsidiaries, startups, SMEs | Larger groups, listed or regulated companies |
A sucursal (branch) of a foreign company is registered at the Registro Mercantil too, but the parent remains directly liable and must file its own documents in Spain.
NIE and NIF: the identification step most founders underestimate
Spanish notaries and the tax agency identify everyone involved in a company through tax numbers:
- Foreign individuals acting as shareholders or directors need an NIE (número de identidad de extranjero). It can be requested at a Spanish consulate abroad or in Spain, personally or through a representative, and appointment availability can be the longest wait in the process.
- Foreign corporate shareholders need a Spanish NIF, obtained from the Tax Agency (AEAT) with the parent's apostilled and translated registry documents. Notaries can often manage this as part of the incorporation.
An NIE is an identification number, not a residence or work permit. A non-EU director who intends to live and work in Spain needs a separate immigration authorization.
Incorporation step by step
- Negative name certificate (certificación negativa de denominación) from the Registro Mercantil Central, confirming the name is free. It is valid for a limited period for incorporation, so time it accordingly.
- Bank account and capital. Open an account in the company's name in formation, deposit the capital and obtain the bank certificate (certificado de depósito).
- Provisional NIF for the company from the AEAT via the census declaration.
- Public deed (escritura de constitución) signed before a notary, including the bylaws (estatutos), the appointment of the administrador and the declaration of beneficial ownership. Foreign founders can sign through an apostilled power of attorney.
- Transfer tax self-assessment, where applicable — company formation is currently exempt but the form may still be filed.
- Registration in the provincial Registro Mercantil within two months of the deed; the SL acquires legal personality on registration.
- Definitive NIF from the AEAT.
A fully electronic route through the CIRCE system and PAE points exists, mainly for standard bylaws and founders with Spanish digital identification.
Registrations after incorporation
- Foreign investment declaration: non-resident investors generally file form D-1A with the Investment Register of the Ministry of Economy after the investment. Separately, non-EU investors acquiring 10% or more of a company in sensitive sectors may need prior FDI screening authorization.
- Tax census: the modelo 036 sets the company's activity, VAT obligations and, for intra-EU trade, registration in the ROI (registro de operadores intracomunitarios).
- Local business tax (IAE): registration is required, although companies below a turnover threshold are exempt from payment.
- Employer registration with the Social Security General Treasury (TGSS) before the first hire.
- Activity license from the town hall (licencia de actividad or declaración responsable) for premises open to the public or certain activities.
The company also needs an electronic certificate to deal with the AEAT and Social Security online, as electronic notifications are mandatory for companies.
Banking and annual compliance
The bank certificate for the capital deposit is often where non-resident founders stall. Spanish banks generally require NIEs, apostilled identity and parent documents, a beneficial-ownership chart, and sometimes a meeting in Spain. Accounts can be opened with a non-resident profile, but approval and timing are the bank's decision.
Each year an SL must:
- keep accounts under the Spanish General Accounting Plan (PGC) and legalize its accounting books at the Registro Mercantil;
- approve the annual accounts at a general meeting within six months of year-end;
- deposit the accounts at the Registro Mercantil within one month of approval, together with the beneficial ownership declaration;
- file the corporate tax return (modelo 200) and instalment payments (modelo 202), and quarterly VAT returns (modelo 303) plus annual summaries.
An audit is required only above size thresholds.
Is Spain the right destination for you?
Spain suits businesses selling into a large domestic market, building teams in Madrid, Barcelona or other hubs, or using Spain as a gateway to Latin America. The notarial and registry system is robust but procedural, and the identification and banking steps need lead time.
Compared with Portugal, Spain usually requires a notary and NIEs, while Portugal's Empresa na Hora can complete incorporation in one sitting once NIFs exist. Compared with France, Spanish formation involves more notarial formality but a similar headline tax rate; payroll costs and labor rules should be compared for any team you plan to hire.
Common mistakes to avoid
- Leaving NIE applications until the end, when consulate appointments can take weeks.
- Letting the negative name certificate lapse before the deed is signed.
- Using a power of attorney that is not apostilled or not translated into Spanish.
- Forgetting the post-investment D-1A declaration to the Investment Register.
- Choosing €1 capital without understanding the legal reserve and shareholder liability below €3,000.
- Missing the one-month deposit of annual accounts after approval, which can block registry filings.
Documents and records to prepare
- NIE for each foreign individual shareholder and director
- Spanish NIF for foreign corporate shareholders, with apostilled and translated registry extract and articles
- Negative name certificate from the Registro Mercantil Central
- Bank certificate of capital deposit
- Draft bylaws (estatutos) and appointment of the administrador
- Apostilled powers of attorney for remote signing
- Beneficial-ownership chart and declaration
NYBACS 360° support
How NYBACS helps
- Sequences NIE and NIF applications with our Spanish partners so the notary appointment is not delayed.
- Prepares the corporate shareholder pack — apostilles, sworn translations and resolutions — for the notary and bank.
- Coordinates name certificate, bank deposit, deed and Registro Mercantil filing.
- Flags FDI screening and D-1A declaration requirements for your investment.
- Sets up the tax census, VAT and annual accounts calendar with local accountants.
Frequently Asked Questions
Can I set up a Spanish SL without travelling to Spain?
Often yes. NIEs can be requested through consulates or representatives, and the deed can be signed by an attorney under an apostilled power of attorney. Some banks still ask to meet beneficial owners.
Does the administrador have to live in Spain?
No residency is required, but the administrador needs an NIE. If the company is effectively managed abroad, tax residence and permanent-establishment questions should be reviewed.
Is €1 of capital realistic for a foreign subsidiary?
It is legally possible, but banks, landlords and suppliers often expect more, and low-capital SLs carry the reserve and liability safeguards. Most subsidiaries choose a more meaningful amount.
What is the D-1A form?
It is the declaration of foreign investment in unlisted Spanish companies filed with the Investment Register, generally after the investment is made. It is statistical and administrative, not an approval.
Does a foreign-owned SL need an auditor?
Only if it exceeds the statutory size thresholds for two consecutive years, or if shareholders, articles or specific rules require one.
