Setting up an SL in Spain costs from about €140 in official fees when you register online through CIRCE with standard articles to €1,000–2,000 with your own articles, a notary and an adviser.
The minimum share capital is €1, but restrictions apply below €3,000.
Running an SL costs from €2,000 a year without the director’s social security contribution and roughly €7,000–10,000 with it.
Below: one-off set-up costs split into fees set by law and market prices for services, the rules for €1 capital, annual running costs and tax obligations, corporate tax rates for 2026, the steps and timing of registration, and what matters for foreigners. The page includes a first-year cost calculator.
How much does it cost to set up an SL: one-off costs
Official fees are set by law and depend on how you register.
The cheapest route is online through the CIRCE system with standard articles: the notary and the registry then charge fixed amounts.
With your own articles the fees are higher, and outside CIRCE the notary charges under the general tariff.
| Cost | Online (CIRCE), standard articles | Own articles | Basis |
|---|---|---|---|
| Company name certificate (certificación negativa) | ≈€16 incl. VAT | ≈€16 incl. VAT | Central Commercial Registry rates |
| Notary | €60 + VAT | €150 + VAT online; €300–600 at a notary | Art. 5 RDL 13/2010; at a notary — market guide |
| Commercial Registry (Registro Mercantil) | €40 + VAT | €100 + VAT online; €100–200 at a notary | Art. 5 RDL 13/2010; market guide |
| Publication in the BORME | €0 | €0 | Art. 5 RDL 13/2010 |
| ITP-AJD tax on incorporation | €0 | €0 | Exemption, art. 45.I.B.11 RDL 1/1993 |
| Company tax number (NIF) | €0 | €0 | — |
| Gestoría or lawyer for the set-up | €600–1,200 | Market guide | |
| Power of attorney, apostille, sworn translation — if you set up remotely | €100–300 | Market guide | |
In total: about €140 in fees and €750–1,500 with an adviser using standard articles; €1,000–2,000 with your own articles.
Standard articles work if the company has no special rules: no share classes, no restrictions on selling shares, no complex governance.
If you plan to bring in investors, your own articles and a shareholders’ agreement pay for themselves.
A separate point is a non-cash contribution.
If assets rather than money go into the capital, the incorporation is still exempt from ITP-AJD, but the contribution needs a valuation: the members are jointly liable for its reality and value (arts. 73 and 76 of the Spanish Companies Act, LSC).
Share capital: €1 or €3,000
Since 19 October 2022 the minimum capital of an SL is €1 (art. 4 LSC as amended by Ley 18/2022, “Crea y Crece”).
It used to be €3,000, and many websites still quote that figure. Capital below €3,000 comes with two conditions:
- Reserve: the company must allocate at least 20% of its profit to a reserve until the reserve plus capital reach €3,000.
- Liability on liquidation: if the company’s assets do not cover its debts, the members are jointly liable for the difference between €3,000 and their capital.
So in practice many founders put in €3,000: it removes both conditions and looks more solid to banks and counterparties.
Capital is not a cost: the money stays with the company and is spent on its needs after registration.
A bank certificate of the cash contribution is normally required, but for an SL on incorporation it can be replaced by the founders’ statement in the deed that they are jointly liable for the reality of the contributions (art. 62.2 LSC). A bank certificate is valid for two months.
Annual cost of running an SL
| Cost | Amount | Comment |
|---|---|---|
| Bookkeeping, tax filings, annual accounts | €150–350 a month | Depends on invoices, staff and transactions |
| Director-member contribution (autónomo societario) | ≈€449 a month | Minimum base €1,424.40 × 31.5% in 2026 |
| Bank | €0–50 a month | Per the bank’s tariff |
| Office or registered address | €0–1,500 a month | €0 — home address; €30–100 — address service |
| Liability insurance | €300–600 a year | Not mandatory for every activity |
| IAE business tax | €0 | Exempt in the first two years and with turnover under €1m (art. 82 TRLRHL) |
Who pays the autónomo societario contribution
A director who runs and controls an SL must register as a self-employed company member (art. 305.2(b) of the General Social Security Act).
Control always exists with a stake of 50% or more and is presumed with a third — or a quarter if the person manages the company.
The minimum base for such a director in 2026 is €1,424.40 a month, a contribution of about €449.
The reduced rate for new self-employed people also covers company members (art. 38 ter.9 Ley 20/2007), but the amount for 2026 is not set directly by law — in 2023–2025 it was €80 a month; check with Social Security.
Tax and corporate obligations
| What | When |
|---|---|
| VAT: form 303 and annual form 390 | Every quarter, even with no activity; annual return in January |
| Withholdings on salaries and rent: forms 111 and 115; annual 190 and 180 | In the first 20 days of April, July, October and January |
| Transactions over €3,005.06 a year with one counterparty: form 347 | Once a year |
| Corporate tax: form 200 | Within 25 days after six months from year-end — usually by 25 July |
| Approval of the annual accounts by the members’ meeting | Within 6 months of year-end (art. 164 LSC) |
| Filing the annual accounts with the Commercial Registry | Within a month of approval (art. 279 LSC) |
| Legalising the accounting books — electronically | Within 4 months of year-end (art. 18 Ley 14/2013) |
Corporate tax for an SL in 2026
The rate depends on the company’s age and turnover:
| Company | Rate in 2026 |
|---|---|
| New — first profitable year and the next | 15% |
| Turnover under €1m | 19% on the first €50,000 of profit, 21% on the rest |
| Turnover under €10m | 23% |
| Others | 25% |
The 15% rate does not apply to a company continuing an activity previously carried on by related parties or by a founder holding more than 50%, to a group company, or to a company that mainly manages assets (entidad patrimonial).
The rates for small companies fall in stages until 2028.
A startup with empresa emergente status has its own incentives — see Startup and small business support programmes in Spain.
Calculator: setting up and running an SL
Choose the registration route and enter your own prices — the calculator works out set-up, a year’s running costs and corporate tax.
How to set up an SL: steps and timing
- An NIE for every founder and director. Without a tax number the notary will not sign the articles.
- The company name certificate from the Central Commercial Registry — through CIRCE within 6 working hours.
- Capital: a bank certificate of the cash contribution, or the founders’ statement of joint liability.
- Signing the articles before a notary: online with standard articles — no more than 12 working hours.
- Registration with the Commercial Registry: 6 working hours with standard articles; up to 5 days with your own after the preliminary entry.
- The company’s permanent tax number, census registration (form 036) and IAE registration.
- Registering the director as self-employed if he or she controls the company.
The legal deadlines are in working hours of the registries and the notary.
In practice most time goes on the NIE, the bank account and, if you are abroad, a power of attorney with an apostille.
An SL for foreigners and non-residents
An SL can be founded by individuals and companies, including foreign ones; Spanish or EU citizenship is not required.
Every founder needs an NIE, and you can set up an SL remotely through a notarised power of attorney with an apostille.
To work in the company and draw a salary, a non-EU national needs the right to work in Spain — for example, an entrepreneur residence permit or a startup visa.
If the founder is a foreign company, you will need an apostilled and sworn-translated extract from its registry and a Spanish tax number for it.
A bank will open the account after checking the source of funds and the company’s owners. Prepare documents on beneficial owners and the origin of the capital in advance.
If you are moving to Spain and will be the director of your own SL, check before you move whether the special tax regime for inbound workers (the Beckham regime) is open to you: since 2023 company directors can use it, and in an operating company there is no limit on the director’s stake; the “stake below 25%” condition applies only to a passive company (entidad patrimonial).
If your shares will sit in a holding, plan the structure in advance — see “Holding company in Spain”.
SL or autónomo: when a company pays off
An autónomo is cheaper to set up and run, but profit is taxed at progressive IRPF rates and liability extends to all personal assets.
An SL costs more to run but limits liability to the contribution, lets profit stay in the company at the corporate tax rate and makes it possible to bring in investors.
A company usually starts to pay off when profit clearly exceeds its running costs and the tax difference covers them — the break-even point is worked out individually with a tax adviser.
If you are setting up an SL for an investor, think through the shares and articles from the start: see How to split equity between startup co-founders and Cap table and dilution. A financial model helps you plan the first year.
Frequently asked questions
What is the minimum share capital for an SL in Spain?
€1 since 19 October 2022. With capital under €3,000 the company must put 20% of its profit into a reserve, and on liquidation the members are liable for the shortfall up to €3,000.
How much does it cost to set up an SL in Spain?
About €140 in fees when you register online through CIRCE with standard articles. With your own articles, a notary and an adviser — €1,000–2,000. Incorporation is exempt from ITP-AJD, and BORME publication is free.
How much is a notary for an SL?
Online through CIRCE: €60 with standard articles and capital up to €3,100, €150 with your own articles, plus VAT. At a notary outside CIRCE — usually €300–600.
How long does it take to set up an SL?
Online with standard articles — by law about a day in the working hours of the notary and registry; with your own articles — up to 5 days for registration. Not counting the NIE and the bank account.
What does an SL cost per year?
From €2,000 a year for bookkeeping and the bank if the director does not pay the self-employed contribution; roughly €7,000–10,000 if he or she does.
Does an SL director pay autónomo contributions?
Yes, if he or she runs and controls the company — for example, with a stake of 50% or more. The minimum contribution in 2026 is about €449 a month.
What is the corporate tax rate for an SL in 2026?
The general rate is 25%. A new company pays 15% in its first profitable year and the next. With turnover under €1m, 19% on the first €50,000 of profit and 21% on the rest.
Can a foreigner set up an SL in Spain without residency?
Yes, a foreigner can found and own one. An NIE is required, and it can be done through a power of attorney. To work in the company, a non-EU national needs the right to work in Spain.
Key points on the cost of an SL in Spain
- Fees for online registration with standard articles are about €140; with your own articles and an adviser, setting up costs €1,000–2,000.
- The minimum capital is €1, but below €3,000 the reserve and liquidation liability rules apply.
- Incorporation is exempt from ITP-AJD, and BORME publication is free.
- The main annual costs are bookkeeping and the director-member contribution, about €449 a month.
- Corporate tax in 2026 ranges from 15% for new companies to 25% at the general rate.
Sources
- Spanish Companies Act (RDL 1/2010, LSC) — arts. 4, 62, 73, 76, 164, 279.
- RDL 13/2010 — art. 5, notary and registry fees for online incorporation.
- Ley 14/2013 — arts. 15, 16 (CIRCE timing), art. 18 (legalising books).
- ITP-AJD Act (RDL 1/1993) — art. 45.I.B.11.
- Corporate Tax Act (Ley 27/2014) — arts. 29, 124, DT 44ª.
- TRLRHL — art. 82, IAE exemption.
- General Social Security Act (RDL 8/2015) — art. 305.2(b); Orden PJC/297/2026 — 2026 contribution bases.
- Central Commercial Registry — name certificate rates.
