Spain SL Formation 2026 for Non-Residents

A foreign national can form a Spanish SL (sociedad de responsabilidad limitada) without Spanish residence: capital from €1, a registered office in Spain, a notarial deed (escritura) and an entry in the Registro Mercantil. A non-resident founder needs a Spanish tax number (NIE or NIF), and the foreign capital contribution is reported on form D-1A within a month. In 2026 the company pays corporate tax at 25% under the general rate, 15% in its first profitable years, 19–21% as a micro company or 23% as a small one. Registering an SL gives no right to live in Spain.

Last verified 9 October 2026 against the consolidated texts in the Boletín Oficial del Estado (BOE): the Capital Companies Act (LSC), the Corporate Income Tax Act (LIS), the Non-Resident Income Tax Act (TRLIRNR), the VAT Act and its Regulation, Ley 14/2013, and the Spanish Ministry of Finance list of tax treaties. Our own fees and turnaround are excluded because they depend on the structure and scope.

Planning a company in Spain? INNOVA matches the entity to your model, coordinates the SL formation, the investment filing, the tax model and reporting, and reviews the owner's residence separately. Request a tailored proposal for Spain.

Key rules as of October 2026

Item	Rule	Source
Minimum SL capital	€1 (since 2022, Ley 18/2022)	LSC art. 4
Capital below €3,000	At least 20% of profit to a reserve; members jointly liable up to €3,000 on liquidation	LSC art. 4
SA capital	€60,000	LSC art. 4.2
Registered office	Required in Spain	LSC art. 9
Foreign investment	Form D-1A within 1 month	Orden ECM/57/2024
Corporate tax	25%; new companies 15%; 2026: micro 19/21%, small 23%	LIS art. 29, TP 44
VAT (IVA)	21%, reduced 10% and 4%	LIVA arts. 90–91
Dividends to a non-resident	19%; at most 18% for Ukraine under the 1985 treaty	TRLIRNR art. 25
Annual accounts	Prepare in 3 months, approve in 6, file within 1 month	LSC arts. 164, 253, 279

Who can form an SL

The Capital Companies Act sets no nationality or residence requirement for members or directors. A foreign individual or a foreign company may hold shares in an SL. The director (administrador) may be an individual or a legal entity and need not be a member (LSC art. 212). The appointment takes effect on acceptance and is filed for entry in the Registro Mercantil within 10 days (LSC art. 215).

A foreigner needs a Spanish tax number. For an individual it is the NIE; without an NIE the tax agency issues an NIF starting with M (RD 1065/2007 art. 20). Foreign documents, such as a corporate member's register extract or powers of attorney, are filed with an apostille or legalisation and a sworn Spanish translation (Ley 14/2013 art. 15).

Capital: €1 and the €3,000 rule

Since 19 October 2022 an SL may have capital from €1 (LSC art. 4). Minimum capital makes the start easy and brings two obligations:

while capital is below €3,000, the company puts at least 20% of profit into the legal reserve until reserve and capital together reach €3,000;
if the company is wound up with insufficient assets, members are jointly liable to creditors for the gap between €3,000 and the subscribed capital.

A cash contribution is evidenced by a bank deposit certificate or by the founders' declaration of joint liability for the contribution (LSC art. 62). A notary will not authorise articles with capital below the minimum (LSC art. 5). Banks and counterparties often read the capital figure as a sign of substance, so we set the amount with the business model in mind.

How formation works

Name. A certificate from the Central Mercantile Register that the name is free; up to 5 options can be requested.
Tax numbers. NIE or NIF for non-resident founders; apostilled documents for a foreign corporate member.
Contribution. A deposit certificate or the founders' declaration under LSC art. 62.
Escritura. Signing the deed of incorporation and articles before a Spanish notary.
Company NIF and Registro Mercantil entry. The company acquires legal personality as an SL on registration.
Investment filing and beneficial owners. Form D-1A within a month, titular real data.

With standard articles, formation can run online through CIRCE: a single electronic document (DUE) drives the name reservation, the deed, the NIF and the register entry (Ley 14/2013 arts. 15–16). Publication of a CIRCE incorporation in the BORME gazette is fee-exempt (art. 15.9). For founders with documents from abroad, the notarial route is usually more practical because the paperwork can be prepared in advance.

Foreign investment: form D-1A

A foreign investor's contribution to the capital of a Spanish company is reported to the Registro de Inversiones on form D-1A within 1 month of the transaction. When a Spanish notary authorised the deal, the notary files it (Orden ECM/57/2024; RD 571/2023).

Beneficial owners (titular real)

A beneficial owner is an individual who directly or indirectly holds more than 25% of the capital or votes or otherwise controls management (Ley 10/2010 art. 4). Where there is no such person, the director is treated as the beneficial owner (RD 609/2023 art. 4). The beneficial-owner sheet is filed with the annual accounts, and when beneficial owners change the directors file a new declaration with the Registro Mercantil within 10 days.

Company taxes in 2026

Corporate income tax (Impuesto sobre Sociedades)

Category	Rate for periods starting in 2026	Basis
General rate	25%	LIS art. 29.1
New company with a genuine business	15% in the first period with a positive base and the next one	LIS art. 29.1
Micro company (prior-period turnover under €1M)	19% on the first €50,000 of the base, 21% on the rest	LIS TP 44.2(a)
Small company (turnover under €10M)	23%	LIS TP 44.2(b), art. 101

Source: LIS. The 15% rate is unavailable when a related party previously ran the business and transferred it, when an individual member with more than 50% ran the same business in the prior year, or when the company belongs to a group. Holding-type companies (entidad patrimonial) cannot use the reduced rates.

The corporate tax return is due within 25 calendar days after the 6 months following the period end: 1 to 25 July for a calendar year (LIS art. 124). Instalments fall in the first 20 days of April, October and December (LIS art. 40).

A company is Spanish tax resident if it was formed under Spanish law, has its registered office in Spain or is managed from Spain (LIS art. 8). For a foreign holding structure the reverse matters too: Spanish CFC rules tax the passive income of low-taxed controlled foreign companies (LIS art. 100).

VAT (IVA)

The standard rate is 21%, reduced rates are 10% and 4% (LIVA arts. 90–91). A locally established business has no registration threshold: the company registers for IVA when activity starts and files returns even with zero turnover. Returns are quarterly; monthly filing is mandatory above €6,010,121.04 of prior-year turnover. A return is due in the first 20 days of the month after the period, and the last period of the year in the first 30 days of January (RIVA art. 71). From 1 December 2026 RDL 29/2026 changes the reduced rates for housing; check the detail at the date of the transaction.

Dividends and an owner in Ukraine

The domestic non-resident rate on dividends, interest and capital gains is 19% (TRLIRNR art. 25). Spain and Ukraine apply the Spain–USSR treaty of 1 March 1985: the Spanish Ministry of Finance states that it remains in force for former USSR republics (treaty list; text).

Income	Spanish tax under the 1985 treaty	Treaty article
Dividends	at most 18%	art. 8
Interest	taxed only in the recipient's country of residence	art. 9
Royalties	at most 5% (literary, musical and artistic copyright other than film and TV: only in the country of residence)	art. 7

A new Spain–Ukraine treaty was signed on 10 September 2020 and approved by the Spanish Congress in 2021, but it had not been published in the BOE as of the check date. Its rates are not applied until publication. The owner's Ukrainian obligations (CFC rules, personal income tax) are reviewed separately; the general approach is in the guide on tax residency.

Books and reporting

Books. Every company keeps orderly accounts, with a mandatory inventory and annual accounts book and a journal (Commercial Code art. 25). Books and records are kept for 6 years (art. 30).
Legalisation of books. All statutory books, including the minutes book and the register of members, are legalised electronically with the Registro Mercantil within 4 months of the year end (Ley 14/2013 art. 18).
Annual accounts. Directors prepare them within 3 months of the year end, the general meeting approves them within the first 6 months, and they are filed with the Registro Mercantil within a month of approval (LSC arts. 253, 164, 279). Missing the filing closes the register to most changes and triggers a fine (LSC arts. 282–283).
Audit. Required unless the company meets 2 of 3 limits for two years running: assets up to €2,850,000, turnover up to €5,700,000, up to 50 employees (LSC art. 263). In the first year no audit is needed if the limits are met at year end.
VeriFactu. Invoicing software must meet RD 1007/2023: from 1 January 2027 for corporate taxpayers and from 1 July 2027 for everyone else (RD 1007/2023).

Employees

The company registers as an employer under the general social security scheme before activity starts and registers each employee before they begin work; late registration has no retroactive effect (LGSS arts. 138–140). Contributions are paid in the month after the month they accrue (RGR art. 56). Payroll withholdings are returned quarterly in the first 20 days of April, July, October and January (RIRPF art. 108).

What INNOVA organises

The choice of entity and ownership structure, including a foreign parent company;
founder documents, NIE or NIF, SL formation through a notary or CIRCE;
form D-1A, beneficial-owner data, corporate changes;
a 2026–2028 tax model based on company size and the 1985 treaty;
coordination of bookkeeping, annual accounts and VeriFactu readiness;
a separate review of the owner's residence. SL versus branch and the immigration routes are covered in the guide Entering the Spanish market.

Fees and the work plan are set out in a written proposal. Describe your Spain case.

Frequently asked questions

Can a non-resident without Spanish residence form an SL?

Yes. The LSC sets no residence or nationality requirement for members or directors. You need a Spanish tax number (NIE, or an NIF starting with M), a registered office in Spain and documents with an apostille and a sworn translation.

Can an SL be formed with €1 of capital?

Yes, since 2022. While capital is below €3,000, at least 20% of profit goes to a reserve, and on a liquidation with insufficient assets the members are jointly liable for the gap up to €3,000 (LSC art. 4).

Does a Spanish SL need a Spanish director?

The law does not require the director to be a Spanish resident or national. The director may be an individual or a company and need not be a member (LSC art. 212). Practical questions from banks and the tax agency about management from abroad are addressed when the structure is chosen.

What corporate tax rate does a new SL pay in 2026?

A new company with a genuine business pays 15% in its first profitable period and the next one. After that, with turnover under €1M, 19% on the first €50,000 and 21% on the rest; under €10M, 23%; the general rate is 25% (LIS art. 29, transitional provision 44).

At what turnover must an SL register for VAT (IVA)?

A company established in Spain has no threshold: it registers for IVA when activity starts and files quarterly returns even with zero turnover. The €10,000 threshold applies to distance sales to consumers in other EU countries.

How are dividends taxed for an owner in Ukraine?

Under the 1985 Spain–USSR treaty, which applies to Ukraine, at most 18% at source. The domestic Spanish rate is 19%. The 2020 treaty had not been published in the BOE as of the check date.

Does registering an SL give a residence permit?

Status is a separate application. Entrepreneur residence requires a favourable ENISA report on the business plan; the general self-employment permit requires a visa and sufficient investment. The golden visa was abolished on 3 April 2025.

Official sources

Capital Companies Act (RDL 1/2010)
Corporate Income Tax Act (Ley 27/2014)
Non-Resident Income Tax Act (RDL 5/2004)
VAT Act (Ley 37/1992) and VAT Regulation (RD 1624/1992)
Ley 14/2013 on entrepreneurs
Orden ECM/57/2024, foreign investment filings
RD 609/2023, beneficial-owner register
RD 1007/2023, VeriFactu
Spanish Ministry of Finance: tax treaties

This material is for general information only and does not constitute legal or tax advice. Accurate as of the publication date.

Company Formation in Spain in 2026: an SL for a Foreign Founder, Tax and Reporting