Set up a company in Spain (for non‑residents)

Who should consider an S.L. vs S.A.

• Sociedad Limitada (S.L.): best for startups/SMEs. Limited liability shields personal assets; governance is flexible with sole or joint directors; minimum share capital is modest and can be paid in cash or, carefully, in kind; accounting obligations are simpler than an S.A. Most foreign founders set up a company in Spain using an S.L. because investors and banks are comfortable with it, and board changes or capital increases are comparatively streamlined.

• Sociedad Anónima (S.A.): aimed at larger ventures or those planning to list or raise significant equity. It requires higher capital fully subscribed, stricter corporate formalities, and a board structure that supports broader share dispersion. Choose it when you need complex share classes, convertible instruments, or plan for public markets.

• Branch vs subsidiary: a branch is not a separate legal person; the foreign parent is directly liable, which can simplify consolidation but increase risk. A subsidiary S.L. isolates liability, tends to be favored by clients and banks in Spain, and offers clearer tax residence and transfer‑pricing documentation.

Personal and corporate IDs

To set up a company in Spain, every foreign shareholder/director needs an NIE (foreigner ID). If you cannot travel, you can issue a power of attorney and have it legalized/apostilled so a lawyer obtains your NIE locally. The company needs a provisional NIF to interact with banks and a definitive NIF after Mercantile Registry inscription. Having these numbers aligned early avoids duplicated filings and allows you to reserve your corporate name, open a bank account for capital deposit, and schedule the notarial deed efficiently.

End‑to‑end timeline (best case)

1. Name clearance: obtain the negative certificate confirming your company name is available; request several alternatives to avoid refusals.

2. Provisional NIF: lets you interact with providers and the bank while you finalize bylaws.

3. Bank capital deposit: open a corporate account and obtain a certificate of funds or, if banking takes time, prepare a notary clause to accredit capital differently.

4. Notarial deed + bylaws: include shareholder details, director regime, registered address, and a broad objects clause to cover pivots; bring passports/NIEs and the name certificate.

5. Mercantile Registry inscription: the registrar checks legality and consistency; clean drafting reduces queries.

6. Definitive NIF + tax census: once registered, convert to definitive NIF and file model 036 to activate VAT, withholdings, and activity codes.

7. Social Security: enroll directors (if remunerated) and employees; align start dates with payroll to avoid arrears.
   With documents prepared and KYC anticipated, many projects complete in weeks; delays typically stem from NIE issuance and AML reviews, not the notary.

Banking and AML/KYC reality check

Spanish banks apply strict AML rules, especially with non‑resident ownership or complex group charts. Prepare a KYC pack with notarized passports, NIEs, recent proof of address, CVs/LinkedIn links, full ownership chain to the UBO, source‑of‑funds evidence (bank statements, sale agreements), and a 12‑month activity memo describing products/services, expected monthly volumes, top counterparties by country, and whether cash is involved (usually discouraged). This level of preparation is the fastest way to set up a company in Spain and open the account on the first attempt. Expect questions about sanctions exposure, high‑risk jurisdictions, and whether you will need merchant acquiring or FX services.

Bylaws that won’t block you later

Draft a broad objects clause so a pivot does not force a bylaw amendment; authorize remote meetings and digital notices; define single vs joint directors according to how you want to execute contracts (banks prefer clear signing powers); and pre‑approve capital increases with flexible premium language. Add conflict‑of‑interest and related‑party provisions aligned with Spanish law to keep future financings compliant. Good bylaws reduce registry queries and avoid operational friction when you start hiring or granting powers of attorney.

Taxes at a glance (and why sequencing matters)

• Corporate Income Tax applies on net profits; coordinate accounting policies and opening balances from day one to avoid later corrections.

• VAT registers depend on your activity; some B2B cross‑border services are reverse‑charged, but domestic B2C typically bears VAT—set up your invoicing system correctly before the first sale.

• Withholdings on salaries and professional fees require monthly/quarterly filings; missing the very first period is a common and avoidable penalty.

• Local taxes may apply depending on premises and activity.
  Transfer pricing rules apply to intercompany flows; document services, mark‑ups, and decision‑making to support where profits sit. Sequencing registrations before you start invoicing prevents retroactive filings and interest.

Compliance calendar & accounting

Use Spanish GAAP‑compatible software, legalize corporate books annually, and file annual accounts with the Registry to keep your status “in good standing.” Map a calendar for monthly/quarterly VAT and withholdings, the annual corporate tax return, informative returns, and payroll cut‑offs. Assign responsibilities (internal vs outsourced) so nothing falls through the cracks during growth spurts or holidays.

Costs & cash planning (typical ranges)

Budget for the notary deed, Registry fees, legal drafting and translations/apostilles, bank certifications, accounting setup, payroll onboarding, and ongoing compliance. For the first 6–9 months, keep a cash buffer for VAT timing and initial payroll while revenue stabilizes. Treat compliance as part of your go‑to‑market: it protects bank relationships and investor diligence later.

Frequent mistakes (and how to avoid them)

• Waiting to request NIEs: this alone can push your timeline by weeks—start immediately.

• Narrow corporate purpose: forces amendments when you add services or products.

• Under‑preparing KYC: banks will pause your onboarding until documents arrive.

• Ignoring payroll/withholding setup: hiring before activating these codes creates penalties.

• Lack of transfer‑pricing documentation: intercompany charges without contracts are red flags.

Practical checklist

NIEs • Name certificate • Provisional NIF • Bank certificate or capital proof • Notarial deed + bylaws with remote meetings and clear powers • Registry inscription • Definitive NIF • VAT/withholdings via model 036 • Social Security enrollments • Accounting stack • Intercompany contracts and TP files • Registered office and compliance calendar.

Clear call to action

If you want to set up a company in Spain without delays, book a free consultation with a lawyer in Spain today. Website: our contact page • Email: taxlegalspain@gmail.com • Tel: +34 ‪644121802‬ . Use the contact form at our contact page to get a same‑day response.