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Starting a business in Spain – Open a public limited company

Starting a business in Spain can open up many opportunities. Learn more about public limited companies.

If you are interested in starting a business in Spain, you should first be aware of the different possibilities of entering the Spanish commercial market. If you are starting a business in Spain, you can settle down:

  • as a new company
  • as an acquisition
  • in the context of a joint venture
  • as a Spanish branch
  • as a representative office
  • as a self-employed person

Public limited companies in Spain

As far as public limited companies are concerned, there are several types, but the most common form is the sociedad limitada or S.L. Although it is important to protect the owner(s) from personal liability in the event of bankruptcy, its incorporation involves a number of additional tax, accounting and commercial obligations.

An SL must submit an annual corporate tax return and statutory accounts. They will have to file their IVA, and several other periodic declarations are generally applicable.

We will examine here how to create a new public limited company. You will find information and advice about the procedures and public offices that you must visit to complete the various forms and all the administrative formalities in order to obtain your sociedad limitada set up by yourself.

How to create a public limited company in Spain

1. NIE – foreign tax identification number
Before being able to start the process of setting up a business in Spain, all foreign residents and non-residents with financial affairs in Spain must have a foreign tax identification number or NIE. The NIE is essential for any tax transaction in Spain, for example, to incorporate a company. If you are a Spanish national, you will have a NIF number rather than a NIE number. NIE applications can be submitted to a foreigners’ processing office (Oficina de Extranjeros) at a Spanish national police station (comisaría). You can find a list of local offices here.

Consult our guide to the NIE number in Spain to find out how to apply and what documents you will need to produce.

2. Register the company name with the RMC (Registro Mercantil Central)
The first step in configuring your SL will be to obtain a certificate (called a certificate of coincidence without a name) from the Commercial Registry to verify that the name of the company you want to use is not already taken, so that you can choose it for your new company. You can do this yourself on the RMC website. This step takes about three days before you receive the RMC response by courier.

3. CIF – tax identification number of the company
Then, you must request your C.I.F (certificación de identificación fiscal) which is your company’s tax identification number. You must complete tax form 036, which can be completed online or sent in paper form to your local tax office. You will find information on the form as well as downloads of forms and links to complete it online on the website of the Spanish Tax Agency (Agencia Tributaria).

If you apply in person at your local tax office, bring the original and a photocopy of your EIN (extranjero identification number).

4. Open a business bank account
After obtaining the tax code and the anonymous coincidence certificate (see point 1), you will have to open a commercial account with a Spanish bank and make a deposit of €3,000 – which is the minimum authorised share capital for a SL. Proof of payment may be obtained in the form of a bank certificate to be provided to a notary or lawyer showing the company’s memorandum of incorporation. If you do not have a bank account in Spain, find out how to open a bank account in Spain.

5. Deed of incorporation
You must now request the incorporation deed to establish your company. This is the official document that indicates the company’s main data (name, address, contact details of the director, members of the board of directors, shareholders, etc.) You can make an appointment with a local notary to sign the memorandum of association. You can find the nearest one to you at www.notariado.org. This step lasts about one to three days depending on the notary.

You must provide the notary with the original documents and photocopies of:

  • tax form 036,
  • your certificate from the Registro Mercantil,
  • NIE, and
  • proof of payment to the bank.

6. Register the company
With the original deed of incorporation obtained from the notary, you must then go to the local tax administration to register the deed. The deed of sale will be stamped with a stamp attesting to this fact. This step should not take more than two hours. Don’t forget to bring your original documents and a photocopy of the deed of sale and your NIE with you.

You will then have to present the authentic deed stamped at the Registro Mercantil where it will be entered in the Spanish Register of Public Limited Companies. It takes approximately 15 days for the deed to be registered and the original documents to be returned.

Finally, you will need to return to the tax office to obtain the permanent corporate tax identification number (CIF) once the incorporation process is complete.

Newly incorporated companies must use the form 036 used to request a tax identification number, to describe their business activity and to disclose other business information. Do not forget to bring the original and photocopy of the deed and the NIE.

7. Register for social security
The last step in the registration process as a director of the company is the registration of social security and workers’ compensation insurance.

You will have to comply with certain procedural formalities with the local office of the Ministry of Employment, Migration and Social Security (Seguridad Social). There are different registration options. Usually, the entrepreneur is registered as an independent administrator and makes monthly payments, which are currently set at between 26.5% and 29.8% of the contribution base.

To register for social security when starting a business in Spain, you will need to bring your deed of incorporation, NIE, CIF and form TA 0521 (which can be obtained from your local social security office). Contact details for local social security offices in Spain can be found here.

This guide only covers the basics of setting up a business in Spain and there are many legal and other issues (such as setting up accounting procedures, obtaining the necessary commercial or commercial licences and notifying regional authorities) that will need to be considered. It is recommended to obtain the help of a professional such as a lawyer, economist or administrator (known in Spain as a “gestor”) to guide you through the process of starting a business in Spain.

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