Is Spain Your Next Business HQ in 2025, How Do You Open a Company There?

Is Spain the Next HQ for Your Business in 2025, how do you open a company there? 🇪🇸🚀

Spain remains one of Europe’s most attractive markets for entrepreneurs and SMEs in 2025, great talent, strong tech clusters (Madrid, Barcelona), and full access to the EU market. But starting a company still means following a sequence of legal and administrative steps to be fully compliant. This step-by-step guide explains exactly how to set up a Sociedad Limitada (S.L.) in Spain in 2025, with up-to-date numbers, timelines, typical costs, and practical tips to get you operational quickly.

Quick facts you should know (verifiable figures)

• Most common vehicle: Sociedad Limitada (S.L.) for SMEs.
• Minimum share capital (typical practice): €3,000, fully paid at incorporation for an S.L. (reforms have discussed flexibility, but the standard practice remains €3,000).
• Corporate tax: 25% (standard rate).
• VAT (IVA): standard 21% for most goods and services.
• Typical timeline (end-to-end): 2–6 weeks when documents and NIE/NIF are ready; remote incorporation via a power of attorney is feasible.
• Typical one-off registration costs (notary + registry + admin): approximately €600–€1,500, depending on notary fees, registry charges and professional assistance.

Why choose an S.L. in Spain? (one-line summary)

An S.L. (Sociedad Limitada) gives limited liability, flexible governance, and straightforward compliance — ideal for foreign founders who want a Spanish legal base without residency requirements for shareholders/directors.

Step-by-step: How to open your S.L. in Spain (2025)

Step 1 — Reserve a company name (Registro Mercantil Central)

Submit up to five name options online to the Central Mercantile Registry (Registro Mercantil Central) and obtain the certificado negativo de denominación social (name availability certificate). This typically takes a couple of days.
Tip: Have 3–5 acceptable variants to avoid delays.

Step 2 — Obtain NIE for foreign founders and directors

All non-Spanish nationals acting as founders, directors or legal representatives will need a NIE (Número de Identificación de Extranjero). You can obtain it:
• In Spain (Policía / Oficina de Extranjería)
• Through a Spanish consulate abroad
• By proxy (with a notarized Power of Attorney), useful for remote founders.
Processing can take days to a few weeks depending on consulate/office capacity.

Step 3 — Open a corporate bank account & deposit minimum share capital (€3,000)

Open a corporate account, deposit the share capital and obtain the bank certificate (certificado de ingreso), required to execute the public deed. Some banks allow remote onboarding; others will request in-person identity checks. Expect variable timelines during busy periods.

Step 4 — Draft and notarize the Articles & Memorandum (public deed)

A Spanish public notary must formalise the incorporation deed (escritura pública) including the Articles (estatutos). Notary fees vary by region and complexity (typical range €300–€800). After notarisation, the notary lodges documents with the Commercial Registry.
What you’ll sign: name certificate, deed of incorporation, bank deposit certificate, IDs/NIEs, share allocation.

Step 5 — Register at the Commercial Registry (Registro Mercantil provincial)

File the notarised deed at the provincial Registro Mercantil where the company has its registered office. Registration makes the company a legal person. Registration fees vary (often €60–€400). Typical registration/registry time once filed is a few days to 2 weeks

Step 6 — Obtain the company NIF (tax ID) from the Spanish Tax Agency (Agencia Tributaria)

Apply for the definitive NIF for the legal entity (form 036/037). The NIF is needed for VAT, payroll and tax filings. Non-resident companies usually act through a fiscal representative if not established in Spain.

Step 7 — Register for Social Security & VAT (if applicable)

If you hire employees, register the company with Tesorería General de la Seguridad Social (TGSS) and each employee for social security. If you will supply taxable goods/services in Spain and exceed thresholds, register for IVA (VAT) — standard rate 21%. 

Step 8 — Get the company digital certificate (certificado digital)

A company digital certificate enables secure electronic filing with tax authorities and Registries and is strongly recommended for ongoing compliance. The Agencia Tributaria and certifying bodies provide the steps to obtain and accredit digital certificates.

Step 9 — Ongoing compliance (annual accounts, taxes, payroll)

File annual accounts at the Registro Mercantil and submit corporate tax returns (Impuesto sobre Sociedades), VAT returns and payroll/social contributions on the required schedules. Spain enforces accounting and labor rules strictly — use local accounting support.

Typical costs & realistic timeline (budgeting guide)

• Minimum share capital: €3,000 (deposited in bank), available for business use after incorporation.
• Notary + registry + admin fees: €600–€1,500 (typical).
• Professional/legal support: €800–€2,000 depending on complexity and translation needs.
• Total initial budget (typical): €1,500–€4,500 including paid-in capital (excluding optional office premises or licences).
• Typical end-to-end timeline: 2–6 weeks if NIEs and bank steps are aligned; longer if consulates/banks are slow.

Real-world use cases & where S.L. shines

• Startups & SaaS companies use an S.L. as a low-cost, flexible legal base to hire EU talent and invoice EU customers.
• SMEs & e-commerce sellers use S.L. to access European VAT regimes and logistics networks.
• Regional HQs: companies pick Madrid or Barcelona as Spanish/IE hub for Iberian & LatAm trade links.
(Industry guides and firm surveys show Madrid & Barcelona lead in tech and entrepreneurial activity — Spain’s ecosystem attracts both digital nomads and established multinationals.)

Practical tips to avoid delays

• Get NIEs early (or use POA to let a local agent obtain them).
• Choose a bank experienced with foreign incorporations (some banks are faster on corporate KYC).
• Use a bilingual legal/accounting partner to handle forms, translations and tax filings.
• Request the company digital certificate as soon as you have the NIF to enable e-filing.

How DBI helps (what we do for you)

DBI provides bilingual legal, tax and business support to:
• Prepare and notarise incorporation documents
• Coordinate NIE/NIF applications and bank certificates
• File with Registro Mercantil and Agencia Tributaria
• Set up payroll, social security, and VAT compliance
• Provide continuing accounting and advisory services so you scale without surprises
With our DBi🌐 partners, as your local team on the ground, we are good at: managing timelines, translations and official filings so you can focus on the business.

Ready checklist (copy & paste)

1• Reserve company name (Registro Mercantil Central)
2• Obtain NIE for all foreign founders/directors (or grant POA)
3• Open corporate bank account & deposit €3,000
4• Draft bylaws & sign public deed before a notary (€300–€800)
5• Register at provincial Registro Mercantil (€60–€400)
6• Apply for company NIF (Agencia Tributaria) & VAT registration if needed
7• Register for social security (TGSS) if hiring staff
8• Get company digital certificate for e-filings
9• Implement accounting & payroll systems; prepare annual filings

Contact us today, so we are able to assist you!
Fill in the form below: