Forming a limited company

It is for anyone considering, planning or carrying out a move to Spain who wants to start a company. After reading, you will know the steps, the costs and the traps of forming an SL, and what to register right after.

Start with "Setting up a limited company (sociedad limitada) in Spain step by step". It gives you the whole sequence and realistic timing, and it shows where each of the other pages fits.

Key rules

• Formation tax: Forming an SL is exempt from the corporate-operations tax, but the deed tax return (Modelo 600) must still be filed within 30 working days.
• Minimum capital: The minimum share capital of an SL is 1 euro, and it must be paid in full when the shares are subscribed.
• Definitive NIF: Request the definitive NIF within one month of registration in the Registro Mercantil.
• Provisional NIF: The provisional NIF is valid for six months, extendable for another six months if registration is delayed.
• Registry filing: The deed must be presented for registration at the Registro Mercantil within two months of signing it before the notary.
• Name certificate: The name certificate is valid for three months from issue, and the name is reserved for six months from issue.

Forming a limited company: the whole process, step by step

From name to operating company

• Request the name certificate (see: Reserving your company name): First step, usually issued within one to a few working days.

• Open the company bank account and pay in the share capital (see: Share capital: how much you need and how to pay it in): Before the deed is signed. The minimum capital is 1 euro, paid in full when the shares are subscribed

• Prepare the statutes and sign the deed before a notary (see: Writing your company statutes; The notary deed and what forming a company really costs): Within the three months the name certificate is valid, usually a few days after the deposit

• Get the provisional NIF (see: What to register in the first month after incorporating): After the deed is signed. It is valid for six months, extendable for another six months if registration is delayed

• File the deed tax return, Modelo 600: Within 30 working days of signing. Forming an SL is exempt from the corporate-operations tax, but the return must still be filed

• Register the deed at the Registro Mercantil (see: Setting up a limited company step by step; Forming a company online or by the fast-track route): Within two months of signing before the notary. In practice it often takes one to three weeks, and less on the online route

• Report the beneficial owners (see: Reporting who really owns the company): The notary reports them at the deed. Keep them up to date afterwards

• Request the definitive NIF: Within one month of registration in the Registro Mercantil

• Register for tax, VAT and Social Security, with your activity codes (see: What to register in the first month after incorporating; Choosing your business activity codes): Before you start trading, and within one month of incorporation for the census registration

Documents you may need

Identity and residence

• Valid ID for every founder — The notary deed and what forming a company really costs
• NIE (foreigner ID number) for non-resident founders — Forming a company online or by the fast-track route

Income and work

• Deed tax return — Setting up a limited company (sociedad limitada) in Spain step by step
• A statutes section on how the company is managed — Writing your company statutes (estatutos) and corporate purpose

Payments and receipts

• The bank certificate showing the capital deposited in an account — The notary deed and what forming a company really costs, Setting up a limited company (sociedad limitada) in Spain step by step
• Bank certificate of deposit — Share capital: how much you need and how to pay it in

Other documents

• Draft statutes — The notary deed and what forming a company really costs, Writing your company statutes (estatutos) and corporate purpose
• Public deed of incorporation — Setting up a limited company (sociedad limitada) in Spain step by step
• A statutes section on how the general meeting deliberates and adopts decisions — Writing your company statutes (estatutos) and corporate purpose

Each article lists the other documents it asks for, where you need them.

Forming a limited company: questions that cross several articles

Can I sign the deed before I have the name certificate and the bank deposit?

No, the name certificate and the capital deposit both come before the deed is signed. The deed then unlocks the provisional NIF and the registry filing. Read Reserving your company name and Share capital: how much you need and how to pay it in.

What happens if the name certificate expires before I sign the deed?

If you do not sign within three months, the certificate lapses and you must request a new one, if the name is still free. The name itself stays reserved for six months from issue.

How much capital must I have in the bank before the deed?

You need at least 1 euro, paid in full, and normally a bank certificate in the company's name to show it. Contributions in kind need no bank certificate. Read Share capital: how much you need and how to pay it in, then The notary deed and what forming a company really costs.

Which contents of the statutes affect the rest of the process?

The statutes must state the name, corporate purpose, registered address, share capital and shares, how the company is managed and how the general meeting decides. The name must match your certificate and the capital must match your deposit. Read Writing your company statutes and Where your company's registered office can be.