Skip to content
Consult GlobalLex
ESEN中文

Company formation for foreigners

Set up a company in Spain as a foreigner: requirements and steps

Reviewed on 9 min readConsult GlobalLex team

Yes, you can incorporate a limited company (sociedad limitada, SL) in Spain as a foreigner. The online procedure accepts foreign documents with an apostille and a sworn translation, and the notary signing can be done by video call if you meet the technical requirements. Your own residence or immigration position should be checked separately, because company law does not settle it.

Get this guide as a PDF ↓

The problem

If you want to set up a company in Spain as a foreigner, you face several linked steps: choosing a name, preparing the articles of association, signing before a notary, registering the company and, afterwards, opening a bank account and meeting the recurring filing obligations. If you are outside Spain, you must also work out how to sign and how to prove documents issued in your country.

The usual difficulty is not the legal complexity of the SL, which is one of the simplest company forms, but the sequence. An expired name certificate, a document without an apostille, a notary appointment lost through a technical failure or accounts that were never filed can cost you weeks or block the registration of later acts.

This guide walks through the whole route using the rules of the Spanish Companies Act (Texto refundido de la Ley de Sociedades de Capital) and Law 14/2013 on support for entrepreneurs, which governs online incorporation.

Who is affected

  • Foreign entrepreneurs living outside Spain who want a Spanish company to trade here.
  • Foreigners already living in Spain who want to move from personal activity to a limited company.
  • Amazon and other marketplace sellers who need an SL before registering for tax.
  • Entrepreneurs wishing to settle in the Canary Islands, where IGIC applies rather than VAT.
  • Partners joining an existing company, who need to check the register of partners and the beneficial owner.

Does this apply to you? Answer four questions and see which obligations your store probably has.

Take the mini diagnostic

Step by step

  1. Choose the company form and the share capital

    The usual starting point is the limited company (SL). The minimum share capital is 1 euro under art. 4.1 of the Companies Act. While capital is below 3,000 euros, at least 20 % of profit must go to the legal reserve until reserve and capital together reach that figure. If the company is wound up with insufficient assets, the partners are jointly liable for the difference up to 3,000 euros.

    Art. 62.2 allows the founders not to prove cash contributions to the notary if they state in the deed that they are jointly liable for their reality. That exemption covers proof only: the money must still be paid in.

  2. Reserve the name with the negative name certificate

    Without an original, valid negative certificate in the name of a founder, the deed cannot be authorised, and the company name must match it exactly (art. 413 of the Commercial Registry Regulations). Online, you can request up to five alternative names in order of preference, and the Central Commercial Registry (Registro Mercantil Central) issues the certificate within 6 working hours (art. 15.3.b of Law 14/2013).

    The name reservation lasts 6 months from issue, but the certificate is valid for only 3 months to execute the deed (arts. 412 and 414 of the Commercial Registry Regulations). These are two different periods and should not be confused.

  3. Start the online procedure and gather your foreign documents

    Incorporation with standard articles is processed through an Entrepreneur Service Point (Punto de Atención al Emprendedor) using the single electronic document (DUE) and the CIRCE system, with a standardised deed. The notary appointment is given no later than 12 working hours after the procedure starts (art. 15.3.c of Law 14/2013), so your file must be ready before you begin.

    Any document issued in another country is submitted with an apostille or legalisation and a sworn translation (art. 15.3.a).

  4. Sign before a notary, in person or by video call

    Art. 17 ter of the Notarial Act (Ley del Notariado) allows companies to be incorporated by video call when the contributions are in cash. According to the Notarial Portal manual, you need a computer with Windows 10 or later, a camera, a microphone and a stable connection, a valid identity document with the same number as your certificate, and a signing certificate from any provider on the European trusted list, with AutoFirma installed.

    In practice, log in to the Portal with your certificate the day before, not on the day of signing: if something fails, the deed is not signed and the appointment is lost. General powers of attorney cannot be granted by video call, although powers for specific acts can.

  5. Register the company and the director's appointment

    With standard articles online, the registrar reviews and registers within 6 working hours of receiving the deed, within the registry's opening hours (art. 15.5.a of Law 14/2013). If the review is negative, you are notified through CIRCE and the founders can ask the notary to correct the defect.

    The director is appointed by the general meeting and the appointment takes effect once accepted (art. 214 of the Companies Act). The accepted appointment must be filed for registration within 10 days of acceptance, stating whether the representatives act alone or jointly (art. 215).

  6. Complete what follows registration

    Keep the register of partners up to date (art. 104), because the company treats as a partner only the person entered in it, and check who the beneficial owner is: the natural person who owns or controls more than 25 % of the capital or votes or, if there is none, the director (art. 4.2.b of Law 10/2010).

    You will also need to register in the census with Form 036 (modelo 036) and open a bank account. No rule gives you a right to demand an account for a company, and banks may not start the relationship if they cannot complete due diligence. If you will sell through intra-community transactions, see our guide on Spanish intra-community VAT number: ROI registration step by step. For marketplace fees and VAT returns, see Amazon seller fees reverse charge: Spain VAT return 303 and 349.

Your case, reviewed by a professional

If this guide describes your situation, write to us and we will set out the next steps for your company.

Message us on WhatsApp

Deadlines

Negative name certificate online
6 working hours; up to five alternative names · source
Notary appointment after starting the procedure
No later than 12 working hours · source
Review and registration by the registrar (standard articles)
6 working hours from receipt of the deed, within the registry's opening hours · source
Validity of the negative certificate to execute the deed
3 months from issue (the name reservation lasts 6 months) · source
File the accepted appointment of the director for registration
Within 10 days of acceptance · source
Legalise the compulsory books at the Commercial Registry
Before 4 months have passed since the financial year end · source
Prepare the annual accounts
3 months from the financial year end · source
Approve the accounts at the ordinary general meeting
First 6 months of the financial year · source
File the accounts at the Commercial Registry
Within the month following approval · source
Form 200 (modelo 200) corporate income tax return
25 calendar days following the 6 months after the end of the tax period; for the 2025 financial year with a calendar year, 27 July 2026 · source

Common mistakes

Letting the negative certificate expire because the name reservation is still alive

Remember that the reservation lasts 6 months but the certificate is valid for only 3 months to execute the deed. Request the certificate once the signing date is fixed, and if it expires, ask for a new one enclosing the expired one.

Arriving at the notary appointment with an untested digital certificate or an incomplete file

Install and test AutoFirma and your certificate on the same computer with a camera and microphone, log in to the Notarial Portal the day before, and gather every document beforehand, with apostille and sworn translation where they are foreign.

Thinking that art. 62.2 lets you skip paying in the capital

That rule only exempts you from proving payment to the notary. The founders are jointly liable for the contributions being real, so the money must actually be paid in.

Not filing the annual accounts, or miscounting the deadline

Filing falls due one month after the accounts are actually approved, not one month after the year end. A meeting held outside the first 6 months is valid, but filing is still owed and, without it, the Commercial Registry will not register any document of the company while the breach lasts (art. 282).

Assuming you need not report beneficial ownership again after a change of partners

If the beneficial ownership changes, the directors must file a new declaration at the Commercial Registry within 10 days of learning of the change (Royal Decree 609/2023), even though the initial statement was made at incorporation.

30-second mini diagnostic

Tick your answers: the list is built in your browser and not stored.

Do you sell to consumers in other EU countries?
Do you hold stock in warehouses outside Spain (e.g. FBA)?
Is your company in the Canary Islands?
Do you import goods from China?
Full diagnostic

Indicative result based on general rules; it does not replace advice on your case.

Frequently asked questions

Can I contribute my work or services as the company's capital?

No. Only assets or property rights that can be valued are allowed, never work or services (art. 58 of the Companies Act). If you contribute cash, you prove it to the notary with a bank certificate, which is valid for two months, or with the joint liability statement under art. 62.2.

What happens if I do not file the annual accounts?

The Commercial Registry is closed to the company once a year has passed since the financial year end without filing (art. 378 of the Commercial Registry Regulations), and the ICAC (Spain's accounting and audit authority) may fine the company between 1,200 and 60,000 euros (art. 283 of the Companies Act). If the annual turnover of the company or group exceeds 6,000,000 euros, the maximum rises to 300,000 euros for each year of delay. If you file before the proceedings begin, the fine is set at the minimum level and reduced by 50 %.

Do I have to audit my company's accounts?

You are exempt if, for two consecutive financial years and at the year-end date, you meet at least two of these three conditions: total assets of no more than 2,850,000 euros, net turnover of no more than 5,700,000 euros, or an average workforce of no more than 50 employees (art. 263). In the first year, meeting two of the three at year end is enough. If you sell on marketplaces and grow quickly, keep an eye on turnover.

If I buy shares in an existing company, is the change registered at the Commercial Registry?

No. The transfer is recorded in a public document and entered in the register of partners; the buyer exercises rights against the company from the moment the company learns of the transfer (arts. 104 and 106 of the Companies Act). A change of sole partner, however, is registered by deed.

If my company is in the Canary Islands, do I file Form 303?

No. Companies in the Canary Islands file Form 420 (modelo 420) quarterly and Form 425 (modelo 425) annually with the Canary Islands Tax Agency (ATC), not Form 303 (modelo 303) or Form 390 (modelo 390). The ATC calendar gives, for example, 20 October 2026 as the deadline for the third-quarter Form 420.

Official sources

Consult GlobalLex team

Tax, accounting and legal advisers for Amazon and marketplace sellers, foreign founders and Canary Islands companies in Spain. Registered social collaborator of the Spanish Tax Agency (AEAT) and Social Security (TGSS).

Drafted with AI assistance and checked, fact by fact, against the official sources cited. Reviewed on 10 October 2026.

Would you like us to review it with you?

Tell us about your case on WhatsApp. Admission is subject to a review of your case, and we will tell you clearly what you need and what you do not.

Message us on WhatsApp Full diagnostic