Forming a Spanish company from abroad with a power of attorney

Terms used

• Poder — The poder is a power of attorney: a document letting another person act and sign for you.
• CIRCE — CIRCE is Spain's online system for setting up a business, used with the PAE.
• PAE — The PAE (Punto de Atención al Emprendedor) is an entrepreneur service point that helps start a company, including online.
• NIE — The NIE is the identification number Spain gives to foreigners.

Key rules

• Specific powers: The poder must name the powers to sign the deed, set the articles and choose the company name.
• Public form: A foreign poder needs an apostille or legalisation, plus a sworn translation if it is not in Spanish.
• Consulate route: A poder signed before a Spanish consul needs no apostille.
• Notary decides: Each Spanish notary decides whether to accept a foreign poder, so ask before you sign.

Can you form the company without going to Spain?

Yes. You can grant a power of attorney (a "poder") to a representative, who signs the company deed at a Spanish notary in your place. It only works if the document is worded correctly and properly legalised. A weak or badly legalised poder is the most common reason a notary refuses it.

What the poder must say

It must be specific. Name the powers to sign the deed, to set the articles of the company and to choose the company name. A vague, general poder is likely to be refused.

It must also be in public form. That means one of these:

• A Spanish notarial deed.
• A notarial or authenticated document from your own country, with an apostille (if your country is in the Hague Convention) or full legalisation (if it is not).

If the document is not in Spanish, add a sworn translation into Spanish.

Where to sign it

You have two routes. The decision block below compares them.

At a Spanish consulate. A Spanish consul abroad acts as a notary. The poder is a Spanish public document, so it needs no apostille. Book an appointment, bring ID, sign, and the consulate issues a copy. Consular fees apply. This only works if you live in a country with a Spanish consulate that offers notarial services.

Before a notary in your own country. Then get the apostille or legalisation, and the sworn translation. This takes more steps, so start early.

What the Spanish notary will check

The Spanish notary decides whether to accept your poder. They check that it is equivalent to a Spanish poder and that you had legal capacity when you signed. Many notaries ask for a legal-equivalence statement or a lawyer's report on a foreign poder. Ask the notary who will sign the deed what they want before you sign anything abroad. A consular poder usually avoids this question.

Can you skip the poder and form it online?

Probably not. Online incorporation exists through the CIRCE system and the PAE (Punto de Atención al Emprendedor), but it is mainly for founders with a Spanish digital certificate. Some remote incorporation of an SL by videoconference is allowed, but the rules for non-residents and for non-standard articles are limited. A notary may still ask for you to attend in person or to use a poder. In practice, foreign founders generally use a poder. Check the current rules for remote signing with the notary.

Next steps

Use the checklist below to prepare your NIE, bank account and name certificate. The document list shows what else the notary needs from you or from a foreign company shareholder.

Choosing between options

How do you sign the company deed without travelling to Spain?

• Sign a power of attorney at a Spanish consulate: Fits if you live in a country with a Spanish consulate that offers notarial services. The document is already Spanish, so no apostille is needed. Book an appointment, bring ID and pay the consular fee.

• Sign a power of attorney before a notary in your own country: Fits if there is no suitable consulate near you. Add an apostille or legalisation and a sworn translation into Spanish, and ask the Spanish notary if they want a lawyer's report.

• Form the company online without a representative: Fits only if you already have a Spanish digital certificate. It goes through CIRCE and the PAE, but a notary may still ask for you to attend or use a power of attorney.

Foreign founders generally use a power of attorney. Choose the consulate if one is within reach, because it avoids the apostille and translation steps. Use a foreign notary if not, and try online incorporation only with a Spanish digital certificate.

Documents a foreign-owned company needs for the Spanish deed

Documents for the Spanish deed

• Valid passport for each foreign individual founder (a national ID card is enough for EU citizens).

• Spanish NIE, the foreigner identification number, for each foreign individual founder.

• Your address, marital status, marital property regime where relevant, and occupation, which the notary asks for.

• For a foreign company shareholder: a certificate of incorporation, good standing certificate or commercial registry extract showing the company's existence, legal form, registered address and directors.

• For a foreign company shareholder: its articles of association.

• Proof that the person signing for the foreign company has authority, such as a board resolution or power of attorney.

• Apostille on foreign public documents from Hague Convention countries, or full consular legalisation from other countries. Some EU countries are exempt under treaties.

• Sworn translation (traductor jurado) of any document not in Spanish or a co-official language. Some notaries accept a translation by the notary or an informal one.

• Certificates of existence, good standing or registry extracts issued recently: usually within the last 3 months, and in some cases up to 6 months, before the deed.

• Beneficial-owner details: the individuals who own or control more than 25% of the capital or voting rights, traced through any chain of companies. You sign the beneficial-owner declaration at the notary.

• The company's tax ID (NIF) for a foreign company shareholder.

Foreign founder checklist before you sign the deed

Before you sign the deed

• Apply for an NIE for each foreign individual founder, and an NIF through form 036 for any foreign company shareholder, because the notary will not sign without them.

• Request the negative name certificate from the Registro Mercantil Central to reserve your company name.

• Open a Spanish bank account for the share capital and get the deposit certificate. Expect to give your passport, NIE, foreign address proof, source of funds and a description of the activity, and some banks ask for a visit in person.

• Consider a deposit in the notary's name or a contribution in kind if no bank will open an account for you.

• Have the power of attorney drawn up in public form, naming the powers to sign the deed, set the articles and choose the company name.

• Get the power of attorney signed before a notary or at a consulate, then apostilled or legalised, and sworn-translated into Spanish if needed.

• Ask the Spanish notary whether they want a legal-equivalence statement or a lawyer's report for a foreign power of attorney.

• Prepare the apostilled and translated corporate documents for any company shareholder.

• Draft the articles of association and agree the management decisions, such as who the administrator is.

• Sign the deed before the Spanish notary, together with the beneficial-owner declaration.

• Ask the notary or your Spanish bank to file the foreign investment declaration after the deed.

Frequently asked questions

Can I sign the power of attorney at a Spanish consulate instead of getting an apostille?

Yes, you can sign the power of attorney before a Spanish consul abroad, and then no apostille is needed. The consul acts as a notary, so the document is already a Spanish public document. Book an appointment, bring your ID, and expect to pay consular fees.

Can I form a Spanish SL online without a power of attorney?

Sometimes, but online incorporation through the CIRCE system and the PAE (the Spanish one-stop point for entrepreneurs) is mainly for founders with a Spanish digital certificate. Rules for non-residents and for non-standard articles are limited. A notary may still ask for you to attend in person or send a representative with a power of attorney.

Will every Spanish notary accept my foreign power of attorney?

No, each notary decides for themselves whether a foreign power of attorney is acceptable. They check that it is equivalent to a Spanish one and that you had capacity when you signed.