Setting up a company in Spain: Step-by-Step guide for foreign businesses (2026)
- Patrik Rouault
- Mar 11
- 10 min read
The Spanish company formation process is sequential and deadline-sensitive. Each step unlocks the next. Missing one — or doing them out of order — can add weeks to your timeline and delay your ability to hire, invoice, or open a bank account.
Foreign companies typically need the following to operate legally in Spain:
a registered company structure
a corporate tax number
a corporate bank account
tax registration
social security registration (if hiring employees)
This guide explains how to set up a company in Spain step by step, covering legal requirements, realistic timelines, costs, and documents required. It is written specifically for foreign founders, startups, and international companies entering the Spanish market.
Before you start: key requirements
Before a company can be incorporated in Spain, several prerequisites must be completed. These administrative steps apply to all foreign directors, shareholders, or company representatives.
NIE — Número de Identificación de Extranjero
The NIE (Número de Identificación de Extranjero) is the tax identification number assigned to foreign individuals in Spain. Any foreign person involved in the incorporation process must obtain one, including directors, shareholders, company representatives, and legal signatories.
Without an NIE, a foreign individual cannot sign the notarial deed of incorporation.
NIE numbers can be obtained through:
the Spanish National Police in Spain
a Spanish consulate abroad
an authorised representative using a notarised power of attorney
Typical timeline: 2–6 weeks. Official government fee: approximately €10–€15 (Modelo 790 Código 012).
NIF — Número de Identificación Fiscal
The NIF (Número de Identificación Fiscal) is the tax identification number assigned to the company itself. It is issued by the Agencia Tributaria (Spanish Tax Agency).
There are two phases:
Provisional NIF — issued immediately after the notarial deed, before Registro Mercantil registration
Definitive NIF — issued once registration in the Registro Mercantil is confirmed
For a Sociedad Limitada (S.L.), the NIF typically begins with the letter B.
CIF — Historical term still used in practice
The term CIF (Código de Identificación Fiscal) was historically used to refer to the company tax number. Today, the official term is NIF, but both terms are still used interchangeably in Spain.
Choosing the right legal structure in Spain
Before starting the incorporation process, foreign founders must choose the appropriate legal structure.
The most common options are:
Sociedad Limitada (S.L.) — Private Limited Company
Sociedad Anónima (S.A.) — Public Limited Company
Branch Office (Sucursal)
Representative Office
For most foreign SMEs and international companies entering Spain, the Sociedad Limitada (S.L.) is the preferred structure. It offers limited liability protection, flexible governance, relatively low capital requirements, and a faster incorporation process.
The legal structure should be aligned with your international tax structure, hiring plans, and long-term expansion strategy. Changing the structure after incorporation can be complex and expensive. NeoRetos advises on structure selection before any notary engagement begins.
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Minimum share capital for a Spanish S.L. (2026)
Since the Spanish "Ley Crea y Crece" reform (2022), a Sociedad Limitada can legally be incorporated with as little as €1 in share capital.
However, if the initial capital is below €3,000, additional restrictions apply:
20% of annual profits must be allocated to a legal reserve until the company reaches €3,000 in total capital.
Shareholders may be jointly liable for the difference if the company is liquidated with insufficient assets to cover its debts.
Because of these restrictions, most foreign companies still choose to use €3,000 as their starting share capital.
Registered address (Domicilio Social)
Every company incorporated in Spain must have a registered address (domicilio social). This address is used for official government notifications, tax correspondence, and all company registration records.
The registered address can be:
a physical office
a coworking space with a formal address agreement
a virtual office or domiciliation service
Many foreign companies begin with a domiciliation provider before opening a permanent office. Fees for domiciliation services in Madrid typically range from €50 to €200 per month.
Documents required to set up a company in Spain
Foreign founders typically need the following documentation.
For individual shareholders:
passport copies
NIE numbers
proof of address
For corporate shareholders:
certificate of incorporation
certificate of good standing
corporate resolution approving the investment
Additional documents usually required:
company statutes (Estatutos Sociales)
registered address confirmation
share capital declaration or bank deposit certificate
If documents originate outside Spain, they generally require:
Hague Apostille
official sworn translation into Spanish (traducción jurada)
Step-by-Step process to set up a company in Spain
Step 1 — Obtain NIE Numbers
Authority: Spanish National Police or Spanish Consulate abroad.
Timeline: 2–6 weeks.
Cost: approximately €10–€15 per person (Modelo 790 Código 012).
All foreign directors and shareholders must obtain an NIE before incorporation can proceed. A notarised power of attorney (poder notarial) allows a local representative to complete this step on behalf of the founder.
Important: if applying via a Spanish consulate abroad, appointment availability can extend the timeline to 4–6 weeks. Start this step as early as possible.
Step 2 — Reserve the Company Name
Authority: Registro Mercantil Central (Central Commercial Registry).
Timeline: 1–3 business days.
Cost: approximately €13–€20.
Applicants submit up to three possible company names. If approved, the registry issues a Certificación Negativa de Denominación Social, confirming the name is unique across Spain. The certificate reserves the name for six months and is required by the notary at the deed stage.
Step 3 — Draft the company statutes
The Estatutos Sociales define how the company operates. They specify the corporate purpose, capital structure, governance rules, shareholder rights, and director powers.
These documents are prepared by a Spanish lawyer or gestorÃa. Errors in the statutes are a frequent cause of Registro Mercantil rejections — always use a qualified professional.
Timeline: 2–5 business days.
Step 4 — Sign the notarial deed of incorporation
Authority: Spanish Notary (Notario).
Cost: approximately €300–€700 depending on share capital and complexity.
The notary prepares the Escritura de Constitución — the official deed that legally creates the company. All founding shareholders must either appear in person or appoint a representative through a notarised, apostilled power of attorney.
Physical presence or a duly executed poder notarial is mandatory at this step. There is no remote alternative.
Step 5 — File Modelo 600 (ITP Declaration)
Authority: Agencia Tributaria (regional delegation).
Spain previously imposed a 1% tax on company formation under the Impuesto de Transmisiones Patrimoniales (ITP). This tax has been abolished for company formation. However, founders must still submit Modelo 600 to formally declare the exemption under Article 45.I.B.11 of the ITPAJD law.
This step is frequently missed by founders acting without a gestorÃa. Filing Modelo 600 is mandatory even when the tax liability is zero. Failure to file can create administrative complications at the Registro Mercantil.
Deadline: within 30 business days of the notarial deed.
Step 6 — Register the company in the Registro Mercantil
Authority: Registro Mercantil Provincial (province of the registered address). Theoretical timeline: 5–15 business days. Realistic timeline: 15–30+ business days (Madrid).
Cost: approximately €100–€300.
The Registro Mercantil formally validates the incorporation and records the company. The Escritura and Modelo 600 filing receipt must both be submitted. Backlogs at the Madrid Registro Mercantil are a recurring cause of timeline overruns.
Step 7 — Obtain the Provisional NIF
Authority: Agencia Tributaria. Timeline: same day or next business day.
Cost: free. Form: Modelo 036.
The provisional NIF allows the company to open a bank account, sign contracts, and begin pre-operational activity before Registro Mercantil registration is confirmed. It becomes definitive once registration is complete.
Step 8 — Open a corporate bank account
Timeline: typically 2–8 weeks for foreign-owned companies.
Opening a business bank account is consistently one of the longest and least predictable steps for foreign-owned companies. Spanish banks apply enhanced AML (anti-money laundering) and KYC (know your customer) checks to entities with foreign shareholders.
Documents typically required:
incorporation deed (Escritura)
provisional NIF
NIE numbers for all directors and significant shareholders
shareholder documentation and UBO (ultimate beneficial owner) declaration
description of business activity and anticipated transactions
Some banks reject applications without explanation. Others request additional documentation extending the process to 6–8 weeks.
Start the bank account process the moment you have a provisional NIF — not after Registro Mercantil confirmation. The earlier you submit, the sooner the compliance review begins.
Step 9 — Register for Tax (Alta en Hacienda)
Authority: Agencia Tributaria. Form: Modelo 036.
Timeline: same day. Cost: free.
This registers the company for VAT (IVA), corporate income tax (Impuesto sobre Sociedades), and economic activity codes (CNAE / IAE). Without this registration, the company cannot issue invoices or file tax returns.
Step 10 — Register with Social Security (if hiring employees)
Authority: TesorerÃa General de la Seguridad Social (TGSS).
Timeline: same day.
Cost: free.
Required if the company intends to hire employees in Spain. The company receives a Código de Cuenta de Cotización (CCC), which is used for all monthly social security contribution filings. This registration must be completed before the first employee's start date.
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How long does it take to set up a company in Spain?
The theoretical minimum for a simple S.L. with Spanish-resident directors is 4–6 weeks. For foreign-owned companies with non-resident directors, the realistic timeline is 8–12 weeks, and sometimes longer.
These timelines are indicative. They do not account for public holidays, apostille and translation preparation, or exceptional backlogs at public registries. Always plan for the upper end of the range.
How much does it cost to set up a company in Spain?
Total incorporation costs vary depending on your gestorÃa, the notary used, share capital amount, and company complexity. The table below provides indicative ranges only. All figures should be verified before committing to a budget.
5 Delays that cost foreign companies weeks
These are the five delays most frequently encountered by foreign companies going through the formation process in Spain.
Bank account compliance checks
Spanish banks apply strict AML and KYC checks to foreign-owned entities. It is common for account opening to take 4–8 weeks. Some applications are rejected without explanation. Starting this process the moment you have a provisional NIF is essential.
NIE appointment delays from abroad
Obtaining NIEs through a Spanish consulate in France, the UK, Germany, or the Netherlands can take 4–6 weeks. Some consulates require appointments booked several weeks in advance. Founders who leave this step until last frequently delay the entire process.
Registro Mercantil backlogs
The Madrid Registro Mercantil can have processing delays of 3–4 weeks beyond the theoretical timeline, particularly during peak periods (September–October and January–February). This is outside your control — but knowing it exists allows you to plan around it.
Missing or incorrectly apostilled documents from the home country Corporate documents from outside Spain — including certificates of incorporation and shareholder resolutions — must be apostilled under the Hague Convention and officially translated into Spanish (traducción jurada). Incomplete or incorrect apostilles are one of the most common rejection causes at the notary and Registro Mercantil stages.
Notary scheduling
Notarial appointments for company incorporation are not always immediately available. In Madrid during busy periods, a wait of 5–10 business days between statutes being finalised and the notarial appointment being confirmed is common.
How NeoRetos guides the process
NeoRetos is a consulting and coordination firm. Our role in a company formation engagement is to ensure the process is structured correctly from day one — and that the right specialists are in place at each stage.
This means:
Mapping the full step sequence and identifying dependencies before anything starts
Identifying and briefing the right gestorÃa and notary for your specific situation
Coordinating document preparation checklists (NIE, poder notarial, apostilles)
Advising on legal structure before the notary is engaged
Monitoring the process against timeline and flagging risks early
Coordinating the bank account strategy and documentation preparation
NeoRetos does not act as a notary, lawyer, or tax advisor. We work alongside these specialists to ensure the sequence is correct, nothing is missed, and the project keeps moving.
One confirmed example: when Adsearch, a French recruitment firm, decided to establish a subsidiary in Spain, the NeoRetos engagement covered legal structure selection, office location in Madrid, website localisation, and Country Manager recruitment — coordinating the full operational setup from Madrid.
A typical foreign company going through this process for the first time encounters at least two or three of the delays described above. Having a coordinator on the ground who knows the sequence — and is accountable for keeping it moving — is the most direct way to reduce both timeline and risk.
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Disclaimer
This article is for informational purposes only and does not constitute legal, tax or financial advice. Spanish regulations change frequently. Always verify current figures and requirements with official sources (Agencia Tributaria, TGSS, BOE) or consult a qualified Spanish lawyer or gestorÃa before making decisions.
Frequently Asked Questions
1. How do I set up a company in Spain as a foreigner?
A foreign national can set up a Spanish company by following a defined sequence: obtain an NIE, reserve a company name, draft statutes, sign a notarial deed, file Modelo 600, register with the Registro Mercantil, obtain a NIF, and open a corporate bank account. A gestorÃa and/or lawyer is strongly recommended for all stages. The full process takes 8–12 weeks for foreign-owned entities.
2. How long does it take to incorporate a company in Spain?
The theoretical minimum is 4–6 weeks for a simple S.L. with Spanish-resident directors. For foreign-owned companies with non-resident directors, the realistic timeline is 8–12 weeks — primarily due to NIE processing times, Registro Mercantil backlogs, and bank account opening delays.
3. What is the minimum capital required to open an S.L. in Spain?
Legally, €1 since the Ley Crea y Crece reform (2022). However, companies with less than €3,000 in capital face additional restrictions: 20% of annual profits must be reserved until the €3,000 threshold is reached, and shareholders carry increased liability in liquidation. For this reason, most foreign companies still use €3,000 as their starting capital.
4. Do I need to be physically present to register a company in Spain?
Physical presence is required at the notarial deed stage unless you have a notarised and apostilled power of attorney (poder notarial) authorising a representative to sign on your behalf. All other steps can be completed remotely via a gestorÃa or online portals. Some Spanish banks may also require in-person identification when opening a corporate account.
5. What is the difference between NIE, NIF, and CIF in Spain?
The NIE (Número de Identificación de Extranjero) is the tax identification number for foreign individuals. The NIF (Número de Identificación Fiscal) is the company's tax identity — issued by the Agencia Tributaria. CIF (Código de Identificación Fiscal) is the historical term for the same company-level identifier; the terms are used interchangeably today.
6. How much does it cost to set up a company in Spain?
Excluding share capital (€3,000 recommended), the total formation cost typically ranges from approximately €1,500 to €4,000+, covering notary fees, Registro Mercantil fees, and gestorÃa or lawyer fees. Costs vary depending on company complexity and the professionals engaged. All estimates should be verified before committing to a budget.
7. Where can I get legal advice for setting up a foreign company in Spain?
For legal and tax advice specific to your situation, engage a qualified Spanish lawyer (abogado) or a gestorÃa with experience in foreign company incorporation. Official resources include the Agencia Tributaria (tax), the Registro Mercantil Central (company registration), and the TesorerÃa General de la Seguridad Social (TGSS) for employment matters. NeoRetos can guide the overall process and coordinate the right specialists — but does not itself provide legal or tax advice.
Ready to set up your company in Spain? Contact: info@neoretos.com for a free 30-minute discovery call.
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