Founders from abroad and non-residents

It is for people considering, planning or carrying out a move to Spain. After reading, you will know whether you can own and run a Spanish company from abroad and which extra rules apply to you.

Start with "Can a non-resident or non-EU foreigner own and run a Spanish company?". It confirms what is allowed and which practical requirements apply, and it points you to the other pages in order.

Getting an NIE, legalising documents with an apostille and entrepreneur residence routes are covered in other Topics, not here.

Key rules

• Dividend withholding: Spain withholds 19% on dividends paid to a non-resident shareholder without a permanent establishment, unless a tax treaty or the EU parent-subsidiary exemption lowers or removes it.
• Tax ID first: Every shareholder needs a Spanish tax ID before the deed: an NIE for individuals and an NIF for foreign entities, and the notary will not sign without it.
• Investment declaration: Most foreign investments in a Spanish company are declared after the investment, through the notary or your Spanish bank, but investors from tax havens must declare before investing.
• Prior authorisation: Non-EU/EFTA investors buying 10% or more of a Spanish company in a strategic sector need government authorisation before closing, the ministry decides within 3 months, and silence means refusal.
• Administrator residence: An administrator does not need to be Spanish or live in Spain, but a non-resident administrator needs an NIE to be registered.
• Who can own: Spain sets no nationality or residence limit on holding shares in an SL.

Founders from abroad and non-residents: the whole process, step by step

• Check whether you can own the company and whether your investment needs approval (Can a non-resident or non-EU foreigner own and run a Spanish company?; Declaring or getting approval for foreign investment in a Spanish company): Before you start. If you need prior authorisation, it must come before closing, and the ministry decides within 3 months.

• Get your Spanish tax ID: an NIE for individuals, an NIF for foreign entities (Forming a Spanish company from abroad with a power of attorney): Before the incorporation deed. The notary will not sign without it.

• Arrange a power of attorney if you cannot travel, with apostille and sworn translation if needed (Forming a Spanish company from abroad with a power of attorney): Before the deed, once your tax ID is in hand or underway.

• Sign the deed and deposit the share capital (Forming a Spanish company from abroad with a power of attorney): After your tax ID and power of attorney are ready.

• Choose an administrator, who needs an NIE if living abroad (Does the company administrator have to live in Spain?): Before the company is registered.

• Declare the investment after completion where no prior approval was needed (Declaring or getting approval for foreign investment in a Spanish company): After the investment, through the notary or your Spanish bank.

• Work out where you and your company are tax resident and whether you create a permanent establishment (Which country taxes your company when you manage it across borders?): Before you start trading, and again each year. See Remote business for foreign clients: Spanish company, autónomo or foreign entity?.

• Register as an autónomo if you work for yourself (Remote business for foreign clients: Spanish company, autónomo or foreign entity?): Before you start working, with monthly contributions afterwards.

• Claim a treaty rate on dividends (Tax withheld when a Spanish company pays dividends to a foreign owner): Before the first dividend, give the payer a tax residence certificate.

Documents you may need

Identity and residence

• The company's tax ID
• Passport — Forming a Spanish company from abroad with a power of attorney, Can a non-resident or non-EU foreigner own and run a Spanish company?
• Certificate of tax residence — Tax withheld when a Spanish company pays dividends to a foreign owner, Remote business for foreign clients: Spanish company, autónomo or foreign entity?
• NIE (foreigner's tax ID number) for each individual shareholder — Can a non-resident or non-EU foreigner own and run a Spanish company?

Income and work

• Proof that the person signing for the foreign company has authority — Forming a Spanish company from abroad with a power of attorney
• The foreign company's constitutional documents — Can a non-resident or non-EU foreigner own and run a Spanish company?

The home and the lease

• Proof of your address abroad — Can a non-resident or non-EU foreigner own and run a Spanish company?

Payments and receipts

• Bank certificate of the capital deposit — Can a non-resident or non-EU foreigner own and run a Spanish company?

Translations and legal papers

• Apostille on foreign public documents from Hague Convention countries — Forming a Spanish company from abroad with a power of attorney
• Sworn translation — Forming a Spanish company from abroad with a power of attorney

Other documents

• Certificates of existence — Forming a Spanish company from abroad with a power of attorney, Entering Spain through a subsidiary or a branch (sucursal)

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

Founders from abroad and non-residents: questions that cross several articles

Can I set up a Spanish company without travelling to Spain?

Yes, most foreign founders do it with a power of attorney, because online incorporation mainly suits people with a Spanish digital certificate. A notary may still ask for your presence.

Do I need a Spanish bank account before I form the company?

Not always, because a deposit made in the notary's name or a contribution in kind can replace a bank deposit. Banks usually want your passport, NIE and source of funds, and some refuse non-residents.

Can a trust or foreign company be a shareholder of my Spanish company?

Yes, foreign companies and trusts can hold shares, but they need an NIF and must identify their owners. Investment rules may add a declaration or approval. Read Can a non-resident or non-EU foreigner own and run a Spanish company? and Declaring or getting approval for foreign investment in a Spanish company.

Can managing my company from abroad create tax problems in either country?

Yes, a foreign company managed from Spain can become Spanish tax resident, and working in Spain for a foreign firm can create a permanent establishment. Spanish-incorporated companies stay Spanish resident. Read Which country taxes your company when you manage it across borders? and Entering Spain through a subsidiary or a branch (sucursal).