Can you register an LLC in Spain?

Spain has no company type called “LLC”, but its closest equivalent is the Sociedad Limitada (SL). Like a US LLC, an SL is a private limited liability company. Your personal assets are separate from the company’s, and shareholders are liable only up to the capital they contributed.

The SL is by far the most popular company form in Spain for entrepreneurs, small and medium businesses, foreign investors and subsidiaries of international groups. When people search for “LLC company registration in Spain”, the SL is almost always what they need.

LLC vs SL: key differences

Feature	US LLC	Spanish SL
Liability	Limited to the investment	Limited to the capital contributed
Governing document	Operating agreement	Articles of association (estatutos sociales)
Minimum capital	None	€3,000, or as little as €1 under certain conditions (see below)
Management	Members or managers	Sole administrator, joint administrators or board
Taxation	Usually pass-through	Taxed as a company (corporate tax)
Registration	State level	Notary and Mercantile Registry
Ownership	Membership interests	Shares (participaciones sociales)

The biggest practical difference is tax. An SL is a separate taxpayer subject to Spanish corporate income tax. It does not offer US-style pass-through treatment.

Requirements to open an SL in Spain

• At least one shareholder. A single-shareholder company is called an SLU (Sociedad Limitada Unipersonal). Shareholders can be individuals or companies, resident or non-resident.
• At least one administrator. Administrators can be foreign nationals, though practical matters such as tax, banking and social security are easier with a resident administrator.
• NIE (foreigner identification number) for every foreign shareholder and administrator.
• A unique company name, checked against the Central Mercantile Registry.
• Share capital. The traditional minimum is €3,000, paid in full by bank deposit or in kind. Since the Ley Crea y Crece reform, an SL can be created with less than €3,000, provided the company sets aside at least 20% of annual profits as a legal reserve until the €3,000 level is reached. Partners are also liable for the shortfall if the company is liquidated.
• A registered address in Spain and a defined corporate purpose (objeto social).
• A Spanish bank account in the company’s name.

How to open an SL in Spain: step by step

1. Obtain an NIE

Every foreign founder needs a NIE before incorporating. It can be requested at a Spanish consulate or police station, or through a representative with a power of attorney.

2. Reserve the company name

Request a negative name certificate (Certificación Negativa de Denominación) from the Central Mercantile Registry. It is generally valid for a limited period, so plan the next steps promptly.

3. Open a bank account and deposit the share capital

Open a Spanish company account and deposit the share capital. The bank issues a certificate you will need at the notary.

4. Draft the articles of association

The estatutos sociales set out the company’s name, address, purpose, share capital, governance and shareholders’ rights. Well-drafted articles save legal problems later, especially with several partners.

5. Sign the deed of incorporation before a notary

The shareholders (or their attorneys) sign the public deed (escritura pública de constitución) before a Spanish notary. Non-residents can sign through a power of attorney.

6. Register the company with the Mercantile Registry

The notary submits the deed to the Mercantile Registry of the province where your registered office is located. The company acquires legal personality once registered.

7. Obtain the company tax ID (NIF) and register with the tax authorities

Request the company’s NIF from the Spanish Tax Agency (Agencia Tributaria) and file the census registration (Modelo 036 or 037) to declare your activity, VAT regime and tax obligations.

8. Complete post-incorporation formalities

• Register the company’s beneficial owners (titularidad real).
• Make the foreign investment declaration if the shareholders are non-resident (Modelo D-1A, where applicable).
• Register the administrator in the Social Security system if required.
• Obtain a digital certificate and set up electronic notifications.
• Handle any municipal licences linked to your activity.
• Legalise your accounting books and prepare for annual accounts filing.

How long does it take?

A standard SL registration usually takes between 1 and 4 weeks, depending on how quickly the NIE, bank account and name certificate are available. Registering with a prepared NIE, the account open and the articles ready can be considerably faster. Delays most often come from missing documents or errors in the articles.

How much does it cost to set up an SL in Spain?

Total costs vary by situation, but you should budget for:

• Share capital: €3,000 (this stays in your company’s bank account and remains available for use)
• Notary fees: typically a few hundred euros
• Mercantile Registry fees: typically a few hundred euros
• Name certificate: a small fee
• Professional and legal fees if you use an advisor
• Ongoing costs: accounting, tax filings, annual accounts

Company incorporation is generally exempt from the transfer tax and stamp duty (ITP/AJD) that would otherwise apply to the capital contribution. Fees change, so confirm current figures before budgeting.

Taxes and ongoing obligations for an SL

• Corporate income tax: the general rate is 25%. New companies may benefit from a reduced rate of 15% on their first two years with a positive taxable base.
• VAT (IVA): generally 21%, with reduced rates for certain goods and services.
• Quarterly and annual filings: VAT, withholding tax and corporate tax returns.
• Annual accounts: must be approved and filed with the Mercantile Registry.
• Payroll and Social Security: if you hire staff.
• Administrator’s Social Security: shareholders who control the company and work in it may need to register as self-employed (autónomo).

Let Exactly handle your SL registration in Spain

Setting up a company in Spain involves a notary, a registry, tax authorities, a bank and sometimes the Social Security, all in Spanish and all with their own deadlines. If you are a non-resident, the process can feel even harder.

At Exactly, we manage the whole SL registration for you, including:

• Obtaining your NIE
• Name reservation and drafting the articles of association
• Coordinating the bank account and capital deposit
• Notary appointment, with power of attorney if you can’t travel
• Mercantile Registry filing
• Tax registration and company NIF
• Post-incorporation compliance and ongoing accounting support

Ready to open your Spanish LLC-equivalent without the paperwork? Contact Exactly today for a clear quote and a personalised timeline for your SL registration in Spain.

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Frequently asked questions

Is an SL the same as an LLC?

They are similar but not identical. Both offer limited liability and are suited to small and medium businesses. The SL is a separate taxpayer under Spanish corporate tax, with a notarial incorporation process and a mandatory registry filing.

Can a foreigner open an SL in Spain?

Yes. Non-residents can own and manage an SL. You will need a NIE, and you can sign through a power of attorney if you can’t travel to Spain.

Do I need to live in Spain to open a company?

No residency is required to be a shareholder. However, administrators who live in Spain simplify banking, tax and Social Security matters.

What is the minimum capital for an SL?

The standard minimum is €3,000. A lower amount is possible, down to €1, but the company must build a legal reserve with 20% of profits until it reaches €3,000, and partners remain liable for the difference if the company is liquidated.

Can I open an SL online?

Parts of the process can be done electronically, including filing with the registry via a notary, but most founders still need a notary signature, a bank and a NIE. A local advisor can coordinate all of this remotely.

What is the difference between an SL and an SA?

An SA (Sociedad Anónima) requires a minimum capital of €60,000 and is designed for larger companies and public offerings. The SL is simpler, cheaper and better for most businesses.

Is the SL better than being self-employed (autónomo)?

An SL limits personal liability and is better for growing businesses, higher profits and bringing in partners. Being an autónomo is cheaper to start but exposes your personal assets. The best choice depends on your income, risk and plans.