Setting up a limited company (sociedad limitada) in Spain step by step

Terms used

• Sociedad limitada — The sociedad limitada (SL) is a private limited company in which partners are liable only up to the capital they contribute.
• NIF — The NIF is the tax identification number the company needs to file taxes and invoice.
• Modelo 600 — The Modelo 600 is the regional tax return for the deed; forming an SL is exempt, but it must be filed.
• Registro Mercantil — The Registro Mercantil is the public commercial registry where the company's deed must be registered.
• Gestor — A gestor is an administrative agent who files paperwork with public offices on your behalf.
• IAE — The IAE is a local business activity tax that applies only to some companies.
• RETA — The RETA is the Social Security scheme for self-employed people, including working partners and administrators.

Key rules

• Registry deadline: Present the deed for registration within two months of signing it before the notary.
• Deed tax return: File the Modelo 600 within 30 working days, even though no tax is due.
• Order: Each step depends on the previous one: certificate, deposit, deed, NIF, registry, then census and Social Security.
• Timing: Expect roughly one to four weeks overall, with the registry usually the slowest step.

The short version

You form an SL in a fixed order, and each step needs the one before it. Plan for roughly one to four weeks from the name certificate to a company that can operate. The registry is usually the slowest step, and its speed varies by province.

The order to follow

1. Name certificate. Ask the Registro Mercantil Central for a negative name certificate. It shows that nobody else uses your company name. You need it before you can sign. It usually arrives within one to a few working days.
2. Bank account and share capital. Open an account in the company's name and deposit the share capital. The bank gives you a certificate of the deposit, which you take to the notary. If the capital is paid in kind, or the notary accepts other evidence, you may not need the certificate. Ask your notary.
3. Notary. Sign the deed of incorporation, with the articles, before a notary. This is usually possible a few days after the deposit.
4. Provisional NIF. The notary or your gestor asks the tax agency for a provisional NIF after the signing. Confirm who is doing it.
5. Deed tax return. File the deed tax return (Modelo 600) with the regional tax authority. Forming an SL is exempt, so you pay nothing, but you must still file it. The deadline is 30 working days.
6. Registry. The deed is registered in the Registro Mercantil of the province of your registered office. The notary normally files it electronically, or a gestor does. Officially this targets about five working days. In practice it often takes one to three weeks. The online route can be much faster, from about a day to a few days.
7. Definitive NIF. Once the deed is registered, request the definitive NIF from the tax agency. The provisional one is only temporary.
8. Tax census and VAT. Register the company in the tax census (Modelo 036 or 037). Declare the activity, the VAT and any business activity tax (IAE) that applies.
9. Social Security. Register the company, then its employees. Administrators and partners who work in the company are usually registered in the self-employed scheme (RETA).

The deadline that matters most

The deed must be presented for registration within two months of signing it. Do not let this slip. Until the deed is registered, the company does not have full legal personality as a limited company. Anyone who acted in its name is personally and jointly liable for what was done, and the company is treated as an irregular company (sociedad irregular). A late filing is not normally refused, but it exposes founders and administrators to liability and possible damages.

Who does what

Founders and directors are responsible for making sure the filing happens, even if the notary or a gestor handles it. Ask in writing who will file the deed and by when.

Realistic timing

• Name certificate: one to a few working days.
• Deposit and signing: a few days.
• Registry: one to three weeks in practice.
• NIF, census and Social Security: follow once the registry is done.

Add some margin if your province is slow. The timeline, documents, checklist and warnings below give the dates and traps in more detail.

Timeline and deadlines

• Request the negative name certificate from the Registro Mercantil Central: first step; usually issued within one to a few working days

• Open a company bank account and deposit the share capital: after the name certificate, before the deed

• Sign the deed of incorporation before a notary: a few days after the bank deposit

• Get the provisional NIF and file the deed tax return (Modelo 600): after signing; the return within 30 working days

• Register the deed in the Registro Mercantil: within two months of signing; in practice one to three weeks, or a few days online

• Get the definitive NIF: after registration

• Register for tax census, VAT and Social Security: after the definitive NIF; the whole process typically takes one to four weeks, less online

Documents you need

• Negative name certificate from the Registro Mercantil Central, needed before you sign the deed.

• Bank certificate showing the share capital has been deposited in an account in the company's name. Not needed if the capital is paid in kind or the notary accepts other evidence.

• Public deed of incorporation, with the articles, signed before a notary.

• Provisional NIF (tax number), obtained from the tax agency through the notary or gestor after signing.

• Deed tax return (Modelo 600), filed with the regional tax authority even though no tax is paid.

• Definitive NIF, obtained from the tax agency after the deed is registered.

Confirm with your notary exactly which documents they need before the signing date.

Checklist

• Request the negative name certificate before anything else.

• Confirm that the notary or gestor is getting the provisional NIF and filing the deed tax return.

• Register the activity in the tax census, including VAT and any business activity tax that applies.

• Register the company and its administrators or employees with Social Security, including self-employed registration for working partners or administrators.

Formation deadlines and traps that catch new founders

Formation deadlines and traps

• Name certificate lapses before signing: The name certificate is valid for three months from issue, and the name is reserved for six months from issue. If you do not sign the deed within the three months, the certificate lapses and you cannot form the company with it. Book the notary appointment before you ask for the certificate. If it lapses, request a new one, which only works if the name is still free.

• Registry filing window: The deed must be presented for registration at the Registro Mercantil within two months of signing it before the notary. Until it is registered, the company is not a full limited company. Anyone who acted in its name is personally and jointly liable, and the company can be treated as an irregular company (sociedad irregular). Ask the notary or gestor to file the deed electronically right after signing, and confirm the filing date in writing.

• Provisional NIF runs out: The provisional NIF, the temporary tax number from the Tax Agency (AEAT), is valid for six months, extendable for another six months if registration is delayed. You can use it to open a bank account, issue invoices and pay taxes in the meantime. Note the expiry date when you receive it. If registration is delayed, ask for the extension before it expires.

• Definitive NIF not requested: Request the definitive NIF within one month of registration in the Registro Mercantil. If you miss it, the provisional NIF lapses and the Tax Agency may revoke the number, which can bring sanctions and block the company's tax activity. Take the registration proof to the Tax Agency with modelo 036 as soon as the registry confirms. Do not wait for the registry to pass it on.

• Capital not paid in at signing: The minimum share capital of an SL is 1 euro, and it must be paid in full when the shares are subscribed. Pay the capital into the company's bank account before the signing day and bring proof of payment.

Frequently asked questions

Can I form an SL faster by going online?

Yes, the online route through the CIRCE system can cut registry time to around 24 hours or a few days, but only if your notary or gestor offers it. The standard route often takes one to three weeks in practice, and delays vary by province.

Who files the deed with the registry for me?

The notary normally files the deed electronically, or a gestor (a professional who handles paperwork for you) can do it. Founders and administrators remain responsible for making sure it is filed, so ask who is doing it when you sign.

Do I need the bank certificate to sign the deed?

Usually yes, because the deposit of the share capital is shown by a bank certificate. You can skip it if the capital is paid in kind or the notary accepts other evidence of payment.