Business in Spain · updated 12.07.2026

Opening an S.L. Company in Spain: steps, capital and timelines

Updated: 12 July 2026 · Verified by the EuroGarant team against official sources

In short: The S.L. (Sociedad Limitada) is the Spanish equivalent of a limited liability company and the most popular form for small and medium-sized business. To open one, you need to reserve a name with the Central Commercial Registry, obtain an NIE (foreigner identification number) for the founders, pay in the share capital (after Ley 18/2022 “Crea y Crece” the formal minimum is 1 €), sign the deed of incorporation before a notary, obtain the company tax number NIF (still habitually called CIF) and register the company with the Registro Mercantil (Commercial Registry). A realistic timeline for the whole procedure is two to six weeks. Below we walk through every stage: who can be a founder, how capital social is calculated, what you sign at the notary and when the company can actually start operating.

What an S.L. Is and Who It Suits

The Sociedad de Responsabilidad Limitada (S.L.) is a limited liability company governed by the Companies Act (Real Decreto Legislativo 1/2010, Ley de Sociedades de Capital). Members are not liable for the company's debts with their personal assets — the risk is limited to their contribution to the capital. According to registry data, the overwhelming majority of Spanish companies exist precisely in the S.L. form: it is simpler and cheaper to maintain than the S.A. joint-stock company, while still giving you a fully fledged legal entity — with a bank account, hired employees and contracts with any counterparties.

The S.L. is the choice of remote entrepreneurs, consultants, owners of online stores, restaurant and tourism businesses, as well as those structuring their income for tax optimisation. We cover the alternative — the self-employed autónomo status — and when a company is the better option in our “Business in Spain” section.

Founders: Who Can Open an S.L.

A founder can be any adult individual of any citizenship or a foreign company — Spanish residency is not required to own shares. The only mandatory identifier is an NIE (foreigner identification number) for each individual founder; a founding legal entity is issued its own Spanish NIF. How to obtain an NIE from abroad or within Spain is covered in our separate article “How to Get an NIE”.

It is important to separate ownership from work. You can own shares in an S.L. and receive dividends without a residence permit. But if you plan to personally manage the company and live in Spain, you need a legal status with the right to that activity: the entrepreneur visa under Ley 14/2013 for innovative projects, the digital nomad (DNV) residence permit for remote work for foreign clients, or another suitable status — a comparison of the grounds is in our guide “How to Get a Spanish Residence Permit”. Holders of the NLV may not take up work — actively managing your own company is not compatible with that status. And a separate point: registering an S.L. does not by itself grant a residence permit, and the investor “golden visa” was abolished on 03.04.2025 — planning a relocation “through buying a company” is not an option.

Capital Social: How Much You Actually Need

Since October 2022, Ley 18/2022 (“Crea y Crece”) has lowered the minimum share capital of an S.L. from 3 000 € to a symbolic 1 €. But a “one-euro” company faces two statutory restrictions until the capital is brought up to 3 000 €: at least 20% of annual profit must go into the legal reserve, and if the company is liquidated with debts, the founders are jointly liable for the difference between the paid-in capital and the 3 000 € threshold. That is why in practice most companies are still registered with capital of 3 000 € or more — it removes the restrictions and looks more convincing to banks and counterparties.

The capital is contributed in cash to a bank account (the bank issues a certificado de depósito for the notary) or in kind — equipment, machinery, rights. For cash contributions it is also permissible simply to declare the payment in the deed of incorporation under the founders' own responsibility. The paid-in capital is not “frozen”: after registration the company freely spends it on rent, purchases and salaries.

Stages and Timelines of S.L. Registration (2026)

Stage	Authority / handled by	What you get	Approximate timeline
1. Name reservation	Registro Mercantil Central	Certificación negativa — confirmation that the name is free (valid 3 months, reservation — 6)	1–3 business days
2. Founders' NIE	Spanish consulate or police/Extranjería (immigration office)	Foreigner identification number for each member	From a few days to a few weeks
3. Account and capital	Spanish bank	Account for the company “in formation” and a certificado confirming the capital social contribution	1–5 business days
4. Notary	Notaría	Escritura de constitución: deed of incorporation + articles of association (estatutos)	1 day (appointment — from a couple of days)
5. Provisional NIF (CIF)	Agencia Tributaria, form 036	Company tax number — you can start signing contracts	1–3 business days; often handled by the notary
6. Registro Mercantil	Provincial Commercial Registry	Company registration — full legal capacity	Up to 15 business days
7. Permanent NIF and alta	Agencia Tributaria, Seguridad Social	Final NIF, tax registration and social security enrolment	1–5 business days

In total, the standard route takes 2–6 weeks; the longest waits are usually for the NIE and the registry's review. There is also a fast-track online route via the CIRCE system and PAE points using model articles — there the notary and registry stages take just a few days, but the model articles do not suit everyone.

If you would rather not go through the notary, the registry and the tax office yourself, the entire procedure — from name reservation to NIF — can be handled turnkey, see turnkey S.L. registration.

Step-by-Step Guide: From Idea to Operating Company

Reserve the name. Submit up to five name options to the Registro Mercantil Central — the registry will issue a certificación negativa for the first free one. Without this document the notary will not sign the incorporation.
Obtain an NIE for each founder. From abroad — through a Spanish consulate; on the spot — through Extranjería. A power of attorney lets you complete most steps remotely.
Open an account and pay in the capital. The bank opens an account for the company “en constitución” and issues a certificate of contribution. To lift the restrictions entirely, contribute 3 000 € or more.
Prepare the articles and sign the escritura before a notary. The estatutos set out the name, registered address, business activities (CNAE), capital, distribution of shares and the governing body — a sole administrador, several directors or a board.
Obtain the provisional NIF (CIF) from the tax office. Form 036 at the Agencia Tributaria — from that moment the company can enter into contracts. The notary often files the application right from the office.
Register the company with the provincial Registro Mercantil. The registry reviews the documents within up to 15 business days. Once recorded, the S.L. acquires full legal capacity and the NIF becomes permanent.
Activate the business. Alta (registration) for the tax on economic activities (IAE), enrolment of the administrator with the Seguridad Social (usually as autónomo societario), and an employer code if you hire staff. Then come bookkeeping, quarterly VAT returns and annual accounts filed with the registry.

Tax reference point: the general corporate income tax rate (Impuesto sobre Sociedades) is 25%; for new companies it is 15% in the first two profitable years; for micro-companies with turnover up to 1 million €, reduced rates are being phased in from 2025. The founder's personal tax residency is determined separately — under the 183-day rule; we explain how it works in the article “Taxes in Spain”.

Typical Mistakes When Opening an S.L.

Starting with the bank rather than the name: without a certificación negativa no account “for the company” will be opened, while the name reservation is the cheapest and fastest step
Registering 1 € of capital “because you can”: the profit-reserve restrictions and subsidiary liability up to 3 000 € wipe out the savings
Listing a single narrow activity in the articles — any expansion will require changes through the notary and the registry; better to include adjacent CNAE codes from the start
Confusing ownership with work: holding shares without a residence permit is allowed; personally managing the company and living in Spain without a suitable status is not
Forgetting about the autónomo societario: an administrator with a controlling stake must enrol with social security, and the contributions accrue regardless of profit
Not planning for accounting: an S.L. files returns quarterly and deposits annual accounts with the registry — penalties for missed deadlines are applied automatically

Breakdowns of related situations — spouses' shares, a company combined with DNV status, dividends and residency — are published in our “Questions and Answers” section and in other articles of the “Business in Spain” category.

Disclaimer: Spain's corporate and immigration rules change regularly, and the practices of banks, notaries and registries vary from province to province. This material is for reference only and does not replace legal advice — before launching a company, it is worth checking the requirements against your specific situation.

Read also

Planning a business and a move to Spain? Free EuroGarant case review: we'll tell you which status gives you the right to legally manage a company and live in Spain, and which grounds you qualify under.

Find a residence permit — free

Official sources: Ley de Sociedades de Capital — RDL 1/2010 (BOE) · Ley 18/2022 “Crea y Crece” (BOE) · Registradores de España (Registro Mercantil) · Agencia Tributaria