(+34) 913 497 100 | Home Doing Business Setting up a business Setting up a business Spanish law offers foreign investors several options to set up a business. More information Most common ways a foreign company can operate in Spain Spanish company with its own legal personality The most common business structures are: Sociedad Anónima (S.A.) (Public Limited Company) Sociedad de Responsabilidad Limitada (S.R.L.) (Limited Liability Company) Natural person Business or professional activity performed directly by an individual. Branch office They do not have their own legal personality, so their business and legal liability are always directly linked to the foreign investor's parent company. They file accounts with the Mercantile Registry Business cooperation Business associations with other company owners already established in Spain. The Spanish legal system distinguishes various types of associations. The most important are: Unión Temporal de Empresas (U.T.E.) (Temporary Joint Venture). Agrupación de Interés Económico (A.I.E.) (Economic Interest Grouping). Foreign investments in Spain does not require prior authorization, as a general rule, with the exception of investments in activities that affect public security, public order and public health. Santiago Pantín DEPUTY DIRECTOR OF INFORMATION (BUSINESS SETUP & TAXATION AREAS) Our advisors will inform and support you in setting up your business CONTACT Setting up a Limited Company in Spain There are two ways of setting up a limited company in Spain, the steps being as follows: Online procedures Find out more In- person process Find out more Online procedures 1 Obtain a NIF (tax ID code) for non-resident partners/shareholders 2 Go to the Entrepreneur Service Point 3 Open a bank account in the company's name at a credit institution that operates legally in Spain 4 Go to a Notary Public 5 Final steps completed without the Entrepreneur 6 Declaration of foreign investment 7 Announce workplace opening Main corporate forms: S.L. and S.A. The most common way of operating in Spain is through a Spanish company. There are corporate forms that can be incorporated in Spain. More information The two most common forms for commercial companies are: Public Limited Company (S.A.): The S.A. is intended for companies of a certain size or where partner rotation is expected. Listed companies must be public limited companies. Minimum capital stock of 60,000 euros. Minimum initial payment of 25%. An S.A. can consist of one person. Partner liability is limited to the capital contributed S.A. is basically an open company Capital stock divided into shares, as securities. The shares are freely transferable, unless otherwise defined in the company bylaws. More complicated management and legal system than a S.L. Must file with the Mercantile Registry. Liable for Corporate Tax (25% general rate) although the average effective rate is lower (22%). Limited Liability Company (S.L. or S.R.L) The S.L. is the most common and suitable company for SMEs, companies with very few partners and for family-run businesses. Minimum share capital of 3,000 euros fully paid. As an exception, an S.L. can be formed with less than 3,000 euros of share capital when it is set up as a Series LLC An S.L. can consist of one person. Partner liability is limited to the capital contributed. Set-up is faster. To streamline the establishment of of new companies, the process can generally be done online. An S.L. is essentially a close company Share capital divided into shares, which cannot be incorporated into negotiable securities. The shares cannot be freely transferred. More flexible management and legal system than an S.A. Must file with the Mercantile Registry. Liable for Corporate Tax (25% general rate) although the average effective rate is lower (22%). Branch office More information Does not have legal personality of its own. It is subordinate to and an accessory of the parent company. Secondary establishments in which the company’s senior management has no role. To some extent independent in managing the business, and therefore, has its own installations and organization, separate from the parent company, and a management body that the parent company entrusts to have its own customers. Branch liability extends to the parent company; therefore, creditors can settle directly with the parent company. Must file with the Mercantile Registry. Subject to Non-resident Income Tax (IRNR) which refers to Corporate Tax regulations. Companies and branch offices are taxed alike. Our brands: Invest in Spain About Us Global Network Regions Innovation Startups Sustainability LATAM Desk China Desk Publications Events What's on Why Spain Economy Infrastructures Talent Taxation Quality of Life Industries Aerospace Agri-food Audiovisual Automotive and mobility Chemical industry ICT Life Sciences Logistics and transport Renewable Energy Tourism and Leisure Doing Business Company set up Taxes Labour market Aids and incentives Visas Intellectual property Living in Spain We help you Innova Invest Smart Technology Fund Investors Network Investor Services Rising Up in Spain Social Networks European Regional Development Fund A way to make Europe All rights reserved. ICEX © 2020 Legal Terms Privacy policy Cookies policy Site Map Accessibility COOKIES NOTICE We use our own and third-party cookies exclusively for internal and analytical purposes. They allow us to remember, control and understand how users navigate through our website so we can offer a service based on the user's browsing information. Some belong to third parties in countries whose legislation does not guarantee an adequate level of data protection. Click here for more information about our cookie policy. You can accept all cookies by clicking the "Accept" button or configure or reject their use by clicking "Settings". ACCEPT SETTINGS