Starting a business in Spain through a company (SL) costs from about €140 in official fees with online CIRCE registration and standard articles, or €1,000–2,000 with your own articles, a notary and an adviser.
The minimum share capital is €1. Running an SL costs from €2,000 a year, or roughly €7,000–10,000 with the director’s social security contribution.
How to set it up: get an NIE for the founders and the director, obtain the company name certificate, pay in the capital, sign the articles before a notary, register the company with the Commercial Registry and obtain its permanent tax number (NIF); online through CIRCE with standard articles the law allows 6 working hours for the name certificate, up to 12 for the notary and 6 for the registry (art. 15 Ley 14/2013).
Instead of registering a new company you can buy a ready-made SL, and an S.A. needs at least €60,000 of capital — both options are covered below.
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.
Buying a ready-made (shelf) SL: when it makes sense
A shelf company (sociedad preconstituida) is an SL that a service provider has incorporated in advance, with no activity, and sells together with its shares.
The buyer immediately gets a company with a tax number and an entry in the Commercial Registry, without waiting for registration.
Price. The market guide is €300–1,000 for the company itself; the price is higher if the capital exceeds the minimum or the articles are non-standard (Ayuda T Pymes, 2026).
On top come the notary for the share sale and registering the new director, and if you change the name or the business activity, another deed and registry entry.
All in, a shelf SL is often no cheaper than a new one with standard articles, where the fees are about €140.
How it is done. A transfer of SL shares must be made in a public document, i.e. before a notary (art. 106.1 LSC); the share sale itself is exempt from VAT and ITP (art. 338 Ley 6/2023).
A new director is then appointed and entered in the registry.
If you buy all the shares and become the sole member, this must be recorded in a deed and entered in the registry (art. 13 LSC); if it is not done within six months, you are personally liable for the company’s debts incurred while you were the sole member (art. 14 LSC).
A non-resident buyer declares the investment on form D-1A within a month; when the deal is signed before a Spanish notary, the notaries pass on the data (RD 571/2023).
What to check before buying:
- Debts. Debts and penalties stay with the company after a change of owner. Ask for certificates showing no debts with the tax agency (AEAT) and Social Security, and for the filed tax returns — forms 200 and 303 — even for years without activity.
- Filed annual accounts. Until the annual accounts are filed, the registry makes no entries concerning the company (art. 282 LSC) — a new director or a new name will not be registered.
- Capital. SL capital is paid in full when the articles are signed (art. 78 LSC): check that the money is still with the company and has not been taken out by the seller.
- Name and business activity. If they do not fit, changing them means another deed and registry entry — more cost and more days.
When a new SL is better. Online registration through CIRCE with standard articles takes about a day of the notary’s and registry’s working hours, so the main advantage of a shelf company — speed — has almost gone.
A new SL is usually cheaper, carries your own name and has no one else’s history.
A shelf company makes sense when you need a company within days and have no time to prepare your own articles; the buyer still needs an NIE.
If you are buying a trading company with revenue, staff and contracts, that is a deal with full due diligence — price, taxes and process are covered in Buying a company in Spain.
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.
How best to pay yourself afterwards — director’s salary or dividends, with figures at several profit levels: “Salary or dividends from a Spanish SL”.
SL or S.A.: which company to set up
An S.A. (sociedad anónima) is a public limited company.
Small and medium businesses almost always choose an SL: an S.A. needs more capital and costs more to register, while corporate tax is the same for both forms.
| SL | S.A. | |
|---|---|---|
| Minimum capital | €1 | €60,000 (art. 4 LSC) |
| Capital paid on incorporation | 100% | At least a quarter of the nominal value of each share — from €15,000, the rest on the dates set in the articles (arts. 79 and 81 LSC) |
| Proof of capital | Bank certificate or founders’ statement | Only a bank certificate or a deposit with the notary: the law allows a founders’ statement instead only for an SL (art. 62 LSC) |
| Online registration with fixed fees | €60 notary + €40 registry with standard articles | No: the fixed fees in art. 5 RDL 13/2010 apply only to an SL; for an S.A. the notary and registry charge under the general tariffs, based on the capital |
| Selling shares | If the articles are silent, the other members have a right of first refusal (art. 107 LSC) | Shares are freely transferable; restrictions are possible only in the articles and for registered shares (art. 123 LSC) |
You need an S.A. where the law allows no other form — for example, insurance may only be carried on by a public limited company (an S.A. or a European SE), a mutual, a cooperative or a mutualidad de previsión social — not by an SL (art. 27 Ley 20/2015); where you plan to offer shares to many investors or on a stock exchange — SL shares cannot be securities and may not be called acciones (art. 92.2 LSC); or where a large partner requires it.
Otherwise it is cheaper to start with an SL: it can later be converted into an S.A. without liquidation (RDL 5/2023, Book One, conversion provisions).
Frequently asked questions
What is an SL in Spain?
An SL (Sociedad de Responsabilidad Limitada, or Sociedad Limitada) is a Spanish private limited company. Its capital is divided into shares (participaciones sociales), and the members are not personally liable for the company’s debts. It is governed by the Spanish Companies Act (Real Decreto Legislativo 1/2010). An SL can have a single member, in which case it is a sociedad unipersonal (SLU).
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 start a business in Spain?
Through a company (SL): about €140 in official fees with online registration and standard articles, €1,000–2,000 with your own articles, a notary and an adviser, then from €2,000 a year to run it. As an autónomo there is no incorporation cost, but profit is taxed at progressive IRPF rates and liability extends to personal assets.
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 do you register a company (SL) in Spain?
Get an NIE for the founders and the director, obtain the company name certificate, pay in the capital, sign the articles before a notary, register the company with the Commercial Registry and obtain its permanent tax number. Online through CIRCE with standard articles, the notary and registry take about a day of working hours by law, and the fees are about €140.
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.
Can you buy a ready-made (shelf) company in Spain?
Yes: service providers sell SLs incorporated in advance with no activity (sociedad preconstituida) — at a market guide of €300–1,000. The shares pass under a contract signed before a notary, and the new director is then entered in the registry. Check debts, filed accounts and capital before buying; with online CIRCE registration a new SL is often cheaper.
How much capital do you need to set up an S.A. in Spain?
At least €60,000. On incorporation at least a quarter of the nominal value of each share must be paid — from €15,000, the rest on the dates set in the articles. An SL needs a minimum of €1, paid in full at once.
What is IVA in Spain?
IVA (Impuesto sobre el Valor Añadido) is Spanish VAT, a tax on sales of goods and services under Ley 37/1992. The general rate is 21%, the reduced rate 10% (for example, restaurant services) and the super-reduced rate 4% (for example, bread, books and medicines for human use). A company charges IVA on its invoices, deducts the IVA on its own purchases and pays the difference by filing form 303. IVA does not apply in the Canary Islands, which have IGIC, or in Ceuta and Melilla, which have IPSI.
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.
- A shelf SL can be bought for €300–1,000 at market prices, but with online CIRCE registration it rarely wins; an S.A. needs at least €60,000 of capital and is mainly for large projects and sectors where the law requires it.
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.
- VAT Act (Ley 37/1992) — arts. 3, 90, 91, rates of 21, 10 and 4%.
- Central Commercial Registry — name certificate rates.
- Spanish Companies Act (LSC) — arts. 13, 14, 78, 79, 81, 92, 106, 107, 123, 282: the S.A., share transfers, sole member.
- Securities Markets Act (Ley 6/2023) — art. 338.
- RD 571/2023 on foreign investment — form D-1A.
- Insurance Act (Ley 20/2015) — art. 27.
- RDL 5/2023 — structural changes, company conversion.
- Ayuda T Pymes — price guide for shelf SLs.
