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How to Register a Limited Liability Company (SL) in Spain
Organising a business in Spain is an attractive option for both local and overseas entrepreneurs thanks to its strong economic system, access to European markets, and investor-friendly regulations. Among the most popular business buildings is the Sociedad Limitada (SL), or Limited Liability Company, which presents flexibility and protection for its owners. Right here’s a step-by-step guide on learn how to register an SL in Spain and what it's good to know to get started legally and efficiently.
1. Understand What an SL Company Is
A Sociedad Limitada (SL) is a private limited firm much like an LLC. It’s designed for small and medium-sized enterprises and provides limited liability protection—which means shareholders are only liable for the company’s money owed as much as the amount of their investment. An SL requires a minimum share capital of €three,000, which must be deposited right into a Spanish bank account before registration.
This structure is good for entrepreneurs who want to decrease personal monetary risk while maintaining operational control and flexibility.
2. Choose and Register Your Firm Name
The first official step is to reserve a company name with the Central Mercantile Register (Registro Mercantil Central). You’ll want to apply for a certificación negativa de denominación social, confirming that your desired firm name is unique and available.
This certificate could be obtained on-line, and it’s legitimate for six months (with a three-month validity for incorporation purposes). Make positive your organization name displays your online business identity and follows Spanish naming regulations.
3. Open a Enterprise Bank Account and Deposit Capital
Next, you must open a business bank account in Spain under your organization’s name. Earlier than incorporation, you’ll must deposit at the very least €three,000 as the minimal share capital. The bank will then situation a certificate of deposit (certificado bancario), which you’ll need for the subsequent steps of the registration process.
Overseas investors may be required to present identification documents comparable to passports, NIE numbers (foreigners’ tax identification numbers), and proof of address.
4. Draft the Company’s Articles of Affiliation
The Articles of Association (Estatutos Sociales) define the interior rules of your organization—its aims, management construction, shareholder responsibilities, and capital distribution. This document, collectively with the founding deed (escritura pública de constitución), must be signed before a Spanish notary by all shareholders or their legal representatives.
The notary will verify the legality of the documents and ensure that your company complies with Spanish corporate law.
5. Get hold of the Firm’s Tax Identification Number (NIF)
Each SL must have a NIF (Número de Identificación Fiscal), which serves as the company’s tax identification number. Initially, you’ll receive a provisional NIF from the Tax Agency (Agencia Tributaria), and once your registration is completed, you’ll be issued a definitive NIF.
The NIF is necessary for all monetary and legal operations, including opening bank accounts, signing contracts, and issuing invoices.
6. Register the Firm with the Mercantile Registry
After notarization, your documents must be filed with the Provincial Mercantile Registry (Registro Mercantil Provincial). This step officially incorporates your SL and makes it a legal entity acknowledged by Spanish law. Registration typically takes 7 to fifteen days, depending on the region.
As soon as registered, you’ll receive your organization’s official registration number, permitting you to begin trading legally.
7. Register for Social Security and Taxes
Before starting business operations, you need to register the company and its directors with the Social Security system (Seguridad Social) and the Tax Agency. You’ll additionally need to register for VAT (IVA) if your enterprise activities require it.
In the event you plan to hire employees, be certain that your company is enrolled as an employer and that all employment contracts comply with Spanish labor regulations.
8. Optional however Essential: Seek Professional Help
While it’s attainable to register an SL in your own, working with a lawyer, gestor, or enterprise consultant in Spain can simplify the process. They will help with documentation, translations, tax registration, and compliance—saving you time and avoiding costly mistakes.
Key Takeaways
Minimal share capital: €three,000
Required documents: NIE, firm name certificate, bank deposit certificate, Articles of Association, and notarial deed
Registration time: Usually 2–4 weeks
Official our bodies involved: Registro Mercantil, Agencia Tributaria, and Seguridad Social
Establishing an SL in Spain is straightforward when you understand each step and put together the necessary paperwork in advance. As soon as incorporated, you’ll enjoy the benefits of operating under a trusted business structure that provides flexibility, limited liability, and access to Spain’s thriving financial environment.
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Website: https://creaciondesociedades.es/
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