How to set up an SL in Spain: the steps, the legal deadlines and what it really costs

Before the notary: the choices that later cost another deed

Setting up a sociedad limitada, the Spanish limited company, is quick. Undoing what you signed without thinking is not, because amending the articles of association needs a shareholders' meeting, a public deed and a fresh registration. If you are still weighing a company against working for yourself, the comparison is in the guide on autonomo or SL. These are the boxes worth thinking about first.

1. The corporate purpose. Article 23.b of the Ley de Sociedades de Capital, Spain's Companies Act, requires the objeto social to state the activities it covers, and article 178.3 of the Commercial Register Regulation expressly bans the catch-all "any other lawful commercial activity" or generic wording to the same effect. Nor may it include the ancillary legal acts needed to carry those activities out (article 178.2). A catch-all purpose is a classic reason for a registrar to refuse the deed.
2. The management body. Article 185 of the Commercial Register Regulation allows a sole director, several directors acting severally, several acting jointly, or a board of three to twelve members, and the articles may set out more than one so the meeting can switch later without going back to the notary (article 185.2). A warning: the model articles approved by Royal Decree 421/2015 only allow a sole director, two to five acting severally or two acting jointly, so a board takes you out of the standard template.
3. Whether the post is paid. Being a director is unpaid unless the articles say otherwise and set out the remuneration system (article 217.1). Leaving it unpaid and then wanting to be paid means amending the articles, as the guide on paying yourself from your own SL explains.
4. The registered office and the financial year. The office goes where the effective administration or the main establishment is (article 9.1); if the registered address and the real one differ, third parties may treat either as valid (article 10). With no clause in the articles, the financial year ends on 31 December (article 26).
5. Sole ownership. With a single shareholder, that status goes into a registered deed naming the sole shareholder (article 13.1) and must be declared on all documentation, correspondence and invoices (article 13.2). That is the U in S.L.U.

There is one more consequence of being a sole shareholder that almost nobody mentions: contracts between the shareholder and their own company must be in writing, transcribed into a legalised register book and referred to one by one in the annual report. Those that are not cannot be enforced against the estate in insolvency, and for two years the sole shareholder answers to the company for any advantage obtained to its detriment (article 16).

The steps in order: who does each one and what deadline it has

This is the full chain. It helps to read the table knowing one thing: every deadline in it is a legal maximum, not an observed average. What really sets the calendar is the bank, the consulate and the registrar's review.

Two warnings about that table. The first: the steps are not strictly sequential. The name certificate and the NIE are applied for at the same time, and the notary who authorises the deed usually handles the provisional tax number and the electronic filing with the Registro Mercantil, the Commercial Register, where the registrar then asks for the definitive number (article 15.5.c of Law 14/2013). The second: the two months to file for registration are not advice, they are article 32.1 of the Companies Act, and whoever misses them answers jointly for the damage the delay causes.

The dates of the returns you will start filing as soon as the company is registered for tax are in the 2026-2027 tax calendar.

The company name: three names, three working days, three months of validity

The first step is reserving the name. At the applicant's request, the Registrador Mercantil Central issues a certificate stating only whether the name is already registered (article 409.1 of the Commercial Register Regulation). One application may cover up to three names in order of preference (article 410.1); through the electronic incorporation route it may cover five and the Register certifies within six working hours (article 15.3.b of Law 14/2013).

The three deadlines you have to keep apart are different and get confused constantly:

• Three working days to rule on the application, counted from the day it is received (article 411.1).
• Three months of validity for the certificate, counted from the day it is issued. Once expired, no document incorporating it may be authorised or registered (article 414); you can ask for another with the same name by attaching the expired one.
• Six months of reservation in the names section, extendable by two months while the document awaits processing and by another two if there is an appeal (article 412). After that the reservation lapses and is cancelled automatically.

The name in the deed must match the certificate exactly, the certificate has to be in a founder's name and it is filed with the original of the deed (article 413). It cannot be identical to that of an existing company (article 7.1 of the Companies Act) and it has to carry the company type: "Sociedad de Responsabilidad Limitada", "Sociedad Limitada" or the abbreviations S.R.L. or S.L. (article 6.1). That full name will then appear on every invoice you issue, along with everything else your first invoice needs.

If two rounds of names have already been knocked back, there is a little-known way out. The Registro Mercantil Central keeps a pool of at least 1,500 company names that can be searched electronically free of charge, and the one you pick is valid for as long as an ordinary clearance certificate (article 9 of Royal Decree 421/2015). You pay the fee of one certificate, but you save the round of rejections.

One euro of capital: what the law changed in 2022 and what it did not

Since 19 October 2022 the minimum share capital of an SL has been one euro: it "may not be lower than one euro and shall be expressed in that currency" (article 4.1 of the Companies Act, as worded by Law 18/2022). Almost everything published that still says 3,000 euros predates that reform. The same reform removed the gradual formation regime: article 4 bis was deleted and today reads only "(Deleted)".

What did not change is that the 3,000 euro figure still has effects until it is reached. Article 4.1 itself adds two rules, in its third and fourth paragraphs:

• A reinforced legal reserve. At least 20% of profit must go to the legal reserve until reserve and capital together reach 3,000 euros. With one euro of capital, that means building up almost 3,000 euros of reserve before you can distribute normally.
• Limited joint liability. On liquidation, voluntary or forced, if the company's assets do not cover its debts, the shareholders answer jointly for the difference between 3,000 euros and the subscribed capital. Only on liquidation and only for that difference: it is not answering with everything you own.

That reinforced reserve sits alongside the ordinary one, which does not disappear: 10% of the year's profit goes to the legal reserve until it reaches 20% of the share capital (article 274.1). They are two overlapping rules, not one replacing the other, and both surface when you close the year and draw up the annual accounts.

There is a third effect that stops being theoretical with token capital: if the company's net assets, once the unavoidable incorporation costs are added in, fall below the capital figure, the shareholders must cover the difference (article 38.3). Before fixing the number, work out what the company needs to run in its first months and what it will have to set aside for tax, which the how much to set aside calculator estimates. A notary may not authorise a deed below the legal minimum (article 5), and in a sociedad anonima that minimum is still 60,000 euros (article 4.2).

Notary, deed and signature: in person, electronic or by video call

Incorporation requires a public deed that has to be registered at the Commercial Register (article 20 of the Companies Act). All founding shareholders grant it, in person or through a representative (article 21), and it records their identity, their will to incorporate, the contributions and the shares they receive, the articles of association and who is initially in charge of management (article 22.1). If the articles provide for several ways of organising management, the deed sets which one applies from the outset (article 22.2).

One myth survives about the money: the bank certificate is not indispensable. The general rule is still to prove the deposit in the company's name with a certificate from a credit institution, valid for two months (articles 62.1 and 62.3), but since Law 11/2018 it is enough for the founders to state in the deed that they answer jointly, to the company and to its creditors, for the reality of the contributions (article 62.2). It is not a free shortcut: it swaps a formality for a liability. Non-cash contributions are described and valued in euros in the deed itself (article 63).

There are three ways to reach the signature:

1. The traditional notary's office. You bring the name certificate, the tax numbers of everyone signing and the drafted articles.
2. The electronic route. Entrepreneur support offices, notaries and commercial registries included, process the single electronic document (articles 13 and 15 of Law 14/2013). The notary appointment cannot fall more than twelve working hours after the electronic file is opened; the notary applies for the provisional tax number and hands over, on request, a plain electronic copy of the deed at no extra cost.
3. Notarial video call. Since November 2023 the incorporation of companies may be granted and authorised by video call provided the contributions to capital are in cash (article 17 ter.1.b of the Notarial Act). The signer is identified through the systems in article 9 of Law 39/2015 and, if they have no electronic signature, one can be provided free of charge; the notary has to refuse authorisation where the conditions are not met.

The fully online route allows the model articles but does not impose them: the only thing the law bars that way is a non-cash contribution (article 22 bis). For almost the whole journey you will need a digital certificate, and so as not to mistype a tax number or an IBAN there is the NIF, NIE and IBAN validator.

From the deed to the Register: the weeks when the company does not yet exist

Signing before a notary does not create the company: legal personality is acquired on registration and only on registration (article 33 of the Companies Act). Between the two, a regime of its own applies, that of the company in formation, and that is where the nasty surprises live.

Founders and directors have the powers needed to file the deed and to pay the taxes and costs (article 31), and they must file it for registration within two months of signing, answering jointly for the damage caused if they do not (article 32.1). The Commercial Code speaks of one month in its article 19.2, but it expressly saves any statutory rule to the contrary: for an SL, two months.

In the meantime, this is what applies:

• Whoever acts in the company's name before it is registered answers jointly for those acts, unless their effect was made conditional on registration (article 36).
• The company in formation answers with its own assets, and the shareholders up to what they undertook to contribute (article 37).
• Once registered, it is bound by those acts and by any it accepts within the following three months, and the joint liability ends (article 38).
• After a year from signing without applying for registration, the rules of a general partnership or a civil partnership apply (article 39.1). Translated: you lose the limited liability that was the point of setting up an SL.

Through the electronic route the registrar's deadlines are short: with model articles, review and registration within six working hours of receiving the deed electronically (article 15.5.a of Law 14/2013); without them, a provisional entry with the basic details within those same six hours and final registration within five days counted from the day after the filing entry (articles 16.3 and 16.4). It is also worth authorising the notary in the deed itself to correct electronically any defects the registrar finds (article 15.7): it saves a whole round trip.

Two footnotes. Company operations begin on the date of the deed unless the articles say otherwise, and never before (article 24), so that day also starts the first tax period of the Impuesto sobre Sociedades, the corporate income tax. And registered acts are only enforceable against third parties in good faith once published in the BORME, the Commercial Register gazette (article 21.1 of the Commercial Code), with a fifteen-day window for anyone who proves they could not have known of them.

Tax number, census declaration and the director's Social Security: the first fiscal weeks

The company needs two numbers in succession, not one. Every legal person that will hold relations of tax relevance has to apply for a NIF, its tax number, before any delivery, receipt, payment or hiring and, in any event, within the month following incorporation (articles 23.1 and 23.2 of Royal Decree 1065/2007). The tax agency, AEAT, assigns it within ten days (article 24.1). That first number stays provisional until the deed, the articles and the certificate of registration are produced (article 24.2).

Turning it into the definitive one has a deadline of its own: one month from registration at the Commercial Register, through a census declaration of modification (articles 24.3 and 24.4). And there is a consequence: six months after the provisional number is assigned without that documentation, the AEAT issues a ten-day request and, if it goes unanswered, can revoke the tax number after a hearing. A company with a revoked tax number does not operate normally.

The census declaration of start is filed before the activity begins, and beginning means any delivery, purchase, receipt, payment or hiring of staff (article 9.4). That is where you choose your business headings, VAT regime and recurring obligations: the quarterly modelo 303, withholdings and instalments. If you will be invoicing inside the European Union, the same declaration is where you ask for the VAT number and the entry in the Register of Intra-Community Operators, which the AEAT may refuse and which counts as refused if it does not answer in three months (article 25.1). Hardly any new business pays the local business tax, IAE: it is exempt for the first two tax periods and while net turnover stays below 1,000,000 euros (article 82.1 of the consolidated Local Finance Act).

Social Security is the piece that is left. A director who runs and manages the company, or provides other services to it, while holding effective control of it falls into RETA, the special scheme for the self-employed: the law takes control as given with at least half the capital and presumes it, unless proved otherwise, with a third or a quarter where they also direct the company (article 305.2.b of the General Social Security Act). They cannot choose a contribution base below the minimum for group 7 of the general scheme, which in 2026 is 1,424.40 euros a month: at the rates in force that comes to 448.69 euros a month, the same figure the guide to the 2026 autonomo contribution breaks down, and they can use the flat rate like any other self-employed worker.

What it really costs and how long it really takes

Start with the tax, the misunderstanding that costs the most time. Incorporating a company is a corporate transaction subject to the transfer and stamp duty tax (article 19.1.1) but exempt from it (article 45.I.B.11): nothing is paid. What survives is the duty to file the documents covering the taxable event (article 51.1) within the thirty working days following the act (article 102.1 of the Regulation), which in several regions means an informational modelo 600 with a zero amount. Through the electronic route, proof of the exemption travels with the file to the registrar, and publication in the BORME is free of fees (article 15.9 of Law 14/2013).

On professional tariffs, only two amounts have a live statutory anchor, and both sit in article 5 of Royal Decree Law 13/2010, of which only loose fragments survive the repeals of 2013:

The second amount carries small print worth raising at the notary's office before signing: the only approved model articles, those of Royal Decree 421/2015, are approved by its article 2 for companies with capital of not less than 3,000 euros and for the gradual formation regime, which the law has since removed. Outside those two cases the cost stops being a fixed figure: it is billed by tariff, and the bill has to state separately each item accrued, the base applied or a note that there is none, the reductions, the rebates and the disbursements (eighth additional provision of Royal Decree Law 8/2010). The 5% tariff reduction in that same provision reaches only documents with a stated value, not fixed fees. Add whatever VAT applies and the name clearance certificate, paid to the Registro Mercantil Central under its own tariff.

On timing, two honest points. The deadlines in this guide are legal maximums: the six and twelve working hours of the electronic route, the five days for the NIE and the ten days to assign the tax number are set by the rule, not by experience. What decides when your SL is actually working is how long your bank takes to open an account for a company in formation, how long a consular appointment takes and whether the registrar's review comes back clean. And there is an item no table shows: what it costs to have someone draft the articles properly, where everything in the first section is decided. What that professional does and does not do is in the guide on what a gestor is.

Foreign shareholder or director: the NIE is the first step, not the last

This is where calendars break. The deed has to state the tax number of everyone who signs and of anyone they represent (article 27.2.c of Royal Decree 1065/2007), and for someone without Spanish nationality that number is the NIE, the foreigner identity number, assigned to them (article 20.1). Without it there is no deed: you apply for it first.

The NIE granted for economic, professional, social or any other kind of interest is applied for at the Directorate General of the Police and, if the applicant is not in Spain, at the immigration and border authority through the Spanish consulates (article 205.3 of Royal Decree 1155/2024, the immigration regulation in force since May 2025). The procedure has to be decided and notified within five days at most of the application reaching the competent office, and silence means refusal: with no answer it is deemed rejected (article 205.4), and you start again. That silence is a real calendar risk.

The rest of what drags on, in order of frequency:

• Foreign documents. Anything drafted in a foreign language goes with a sworn translation, and foreign public documents need an apostille or diplomatic legalisation (article 15.3.a of Law 14/2013). For the definitive tax number, the AEAT may also require a translation of what you produce (article 24.5 of Royal Decree 1065/2007).
• The bank account. No rule sets how long a bank may take to open an account for a company in formation. It is the least controllable variable of all, and an argument for the founders' statement under article 62.2.
• The signature. A notarial video call saves the trip where the contributions are in cash, but it needs accepted means of identification. Confirm it with the notary's office before buying the ticket, or before deciding not to.

What changes when the director or the shareholder does not live in Spain is in the guide to the non-resident director or shareholder, and the picture for anyone setting the company up from abroad is on the page for foreign-owned companies.

Once the company is registered the repetitive part starts: double-entry bookkeeping from the first entry, books to be filed within four months of year-end, annual accounts, quarterly VAT and the first corporate income tax return. All of that is in the Spanish SL tax guide. That is what kontora is for: it records invoices and bank movements, keeps the books, works out how much to set aside, warns you before each deadline and produces the draft of every return box by box, in Spanish, English and Russian. Filing and depositing the accounts you do yourself with your certificate, or a gestor does it in your name.

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