How to set up an SL in Spain

To set up a limited company (SL) in Spain you need just one shareholder and a minimum capital of €1, fully paid up. The route goes through the Central Commercial Registry, the bank, the notary, the Tax Agency and the Commercial Registry of your province. Online, with standard articles of association, the Ministry’s official portal speaks of 1 to 10 days.

What an SL is and when it suits you

The SL (sociedad de responsabilidad limitada) is the Spanish limited liability company. Its big advantage is that it separates your personal assets from the company’s: if something goes wrong, the company answers with its own assets, not with your home.

Compared with the two other usual options:

• Self-employed (autónomo). The fastest route and no capital required, but you are liable for the business’s debts with all your assets. It suits you if you start alone, invoice little and the risk is low.
• Public limited company (SA). Requires €60,000 of capital, with at least a quarter paid up on incorporation, and involves more formalities. It suits you if you are looking for many shareholders or large rounds.

The SL sits in between: it protects your assets, needs almost no capital and runs with few formalities. It also pays corporate income tax at a flat rate instead of the progressive personal income tax scale. The general rate is 25%, but newly created companies pay 15% in their first profitable year and the following one. For many SMEs and startups it is the most balanced option; we look at it with you based on your numbers.

The requirements

• Share capital from €1. Since Law 18/2022 (“Crea y Crece”), €3,000 is no longer required. The capital must be fully paid up when the deed is signed.
• If the capital is below €3,000, two rules apply. At least 20% of the profit must go to the legal reserve until reserve and capital add up to €3,000. And if the company is wound up without being able to pay its debts, the shareholders are liable for the difference between €3,000 and the capital they contributed.
• At least one shareholder. It can be a person or a company. If you are the only one, the SL is a “single-member” company and must say so on its invoices and documents.
• A management body. It can be a sole director, several directors acting alone or jointly, or a board. The director can be the shareholder.

The steps, in order

Get the name availability certificate

It is the Central Commercial Registry certificate stating that nobody uses the name yet. You can request up to five names in order of preference, also online. Once issued, the name is reserved for six months, and the certificate is valid for three months to sign the deed.

Open the account and pay in the capital

You open an account in the name of the company in formation and pay in the capital. The bank issues a deposit certificate, valid for two months. In an SL there is an alternative: not proving the payment if the founders declare in the deed that they are jointly liable for the money existing. It is legal, but it commits you personally.

Prepare the articles of association

The articles set the name, registered office, corporate purpose (what the company does), capital and how it is managed. There are officially approved standard articles, faster and cheaper. If you have partners or expect investors, it is usually worth drafting your own: who decides what, how shares are sold, what happens if someone leaves.

Sign the deed before a notary

Incorporation requires a public deed. At the notary’s office you sign the deed and the articles, with the bank certificate or the founders’ declaration.

Provisional tax ID

The notary can request the provisional tax ID (NIF) from the Tax Agency; if not, you request it yourself with form 036, the census declaration. With it you can already invoice and operate. It is valid for six months.

Incorporation tax: exempt, but it must be filed

Incorporation is exempt from the capital duty on corporate transactions, but you must file the self-assessment in your autonomous community to prove it. Without it, the registry does not register the company.

Registration at the provincial Commercial Registry

You have two months from signing to file the deed at the Commercial Registry of your province. The company has legal personality from the moment it is registered, not from the signing. The registry handles publication in the Official Gazette of the Commercial Registry (BORME).

Definitive tax ID and registrations

• Definitive tax ID: you file a form 036 amendment with the registered deed, within the month following registration.
• Census registration: in the same form 036 you declare your activity, VAT and the withholdings you will apply.
• Social Security: you register the company before hiring your first employee. If you are a director with control (generally, at least 25% of the capital with management duties, or a third without them), you pay contributions as self-employed.

The online route: CIRCE and the PAE

The Ministry’s CIRCE system lets you do almost all of the above with a single form, the Single Electronic Document (DUE). You can do it yourself with a digital certificate or Cl@ve, or at an Entrepreneurship Service Point (PAE). You only need to go to the notary once. The law sets deadlines of hours for the name reservation, the notary appointment and the registration; the official portal speaks of 1 to 10 days in total, depending on whether you use standard articles.

Indicative timelines and costs

The fixed amounts for the online route are set in Royal Decree-Law 13/2010. On the ordinary route there is no fixed price: notaries and registrars charge official fees, which depend on the capital and what you sign.

Common mistakes

• Mixing the capital with your personal accounts. The capital belongs to the company. Paying personal expenses with it complicates the books and can cause problems with the Tax Agency.
• Using standard articles without thinking ahead. They are quick and cheap. But if a partner or investor comes in, you may have to amend them before a notary.
• Missing deadlines. Two months to register, one month for the definitive tax ID, six months of name reservation. If one expires, you have to repeat steps.
• Forgetting your own registration. If you run the company and have control, you must register as self-employed. Not doing so leads to surcharges.
• Waiting until year end to sort out the paperwork. The accounting books are legalised at the Commercial Registry within four months of the year end. The first year is the one with the most unusual transactions.

Your checklist for setting up the SL

• Name availability certificate from the Central Commercial Registry.
• Capital paid in and bank certificate, or the founders’ declaration.
• Standard or custom articles, adapted to your case.
• Deed signed before a notary.
• Provisional tax ID with form 036.
• Self-assessment of the incorporation tax, exempt.
• Registration at the Commercial Registry within two months.
• Definitive tax ID within the month following registration.
• Census registration, Social Security and, if it applies to you, your registration as self-employed.
• Books open from day one.

If you like, we do it with you: we choose the route, prepare the articles, coordinate bank and notary, and leave the books ready to start. The incorporation has a fixed price.

Figures checked against official sources on 29 October 2026. They change every year, so confirm them before you act.