Company formation in Spain
A foreign founder can form a Spanish SL without Spanish residence: capital from €1, a registered office in Spain, an entry in the Registro Mercantil and a D-1A foreign-investment filing within a month. INNOVA coordinates the incorporation, the choice between a subsidiary and a branch, tax and reporting. Founder residence is assessed separately because a company does not grant it.
- Entity
- SL
- Min. capital
- €1
- Corporate tax
- 25% / 15–23%
- VAT (IVA)
- 21%
- Residence
- Separate process
Services in Spain
The structure follows the business: who the owners are and where they live, what the company will do, whether it has staff and clients in Spain from day one, the expected turnover and the corporate tax rate that follows from it.
SL incorporation
Ownership structure, articles, name reservation, notarial deed (escritura), company NIF and the Registro Mercantil entry, via CIRCE or the standard route.
Describe your case →Subsidiary SL or branch
We compare a subsidiary with a sucursal of the foreign company: liability, the tax on profits sent abroad, and the parent documents required.
Describe your case →Foreign investment and beneficial owners
Form D-1A for the Foreign Investment Register, beneficial-owner (titular real) data, changes of directors, shareholders and address.
Describe your case →Tax and IVA
The 2026 corporate tax rate by company size, VAT (IVA) registration, dividends to a Ukrainian owner under the 1985 treaty.
Describe your case →Accounting and reporting
Annual accounts, filing with the Registro Mercantil, legalisation of statutory books, VeriFactu readiness. Coordinated with the bookkeeper.
Describe your case →Founder residence
A separate review of the grounds: entrepreneur residence with an ENISA report, self-employment, digital nomad, EU Blue Card. An SL grants no status.
Describe your case →Spain by the statute
Rates, thresholds and deadlines below are Spanish legal rules taken from the consolidated texts of the Boletín Oficial del Estado and the Spanish Ministry of Finance. Our own fees are excluded: they depend on the scope and appear in a written proposal.
| Item | Rule as of October 2026 | Source |
|---|---|---|
| Main entity | SL (sociedad de responsabilidad limitada), capital from €1; while it is below €3,000, 20% of profit goes to a reserve and members are jointly liable up to €3,000 on liquidation | LSC art. 4 |
| SA | Capital from €60,000 | LSC art. 4.2 |
| Registered office | Required in Spain, where the company is managed or has its main establishment | LSC art. 9 |
| Online formation | CIRCE: single electronic document (DUE), up to 5 name options, notarial deed, NIF, Registro Mercantil entry | Ley 14/2013 arts. 15–16 |
| Foreign investment | Form D-1A to the Foreign Investment Register within 1 month; when a Spanish notary authorised the deal, the notary files it | Orden ECM/57/2024 |
| Corporate tax 2026 | General rate 25%; new companies 15%; micro (turnover under €1M) 19% on the first €50,000 and 21% on the rest; small (under €10M) 23% | LIS art. 29, TP 44 |
| VAT (IVA) | 21%, reduced 10% and 4%; no registration threshold for a locally established business | LIVA arts. 90–91 |
| Dividends to a Ukrainian owner | Domestic rate 19%; under the Spain–USSR treaty of 1985, at most 18%, interest 0%, royalties at most 5% | TRLIRNR art. 25; Spanish Ministry of Finance |
| Branch (sucursal) | Registered with the Registro Mercantil where it operates; taxed as a permanent establishment, plus a 19% tax on profits transferred abroad | RRM arts. 295, 300; TRLIRNR art. 19 |
| Annual accounts | Prepared within 3 months, approved within 6, filed with the Registro Mercantil within 1 month of approval | LSC arts. 164, 253, 279 |
| Entrepreneur residence | A favourable ENISA report on the business plan is mandatory; 3 years, renewable for 2 | Ley 14/2013 arts. 69–70 |
| Golden visa | Abolished from 3 April 2025; applications filed earlier follow the old rules | Organic Law 1/2025 |
Checked 9 October 2026.
How incorporation works
Form and participants
Subsidiary SL or branch. We review members and directors, the activity, licensing and how turnover affects the corporate tax rate.
NIE and NIF
A foreign founder needs a tax number: the NIE, or without one an NIF starting with M. A foreign corporate member needs its own NIF and apostilled documents with a sworn translation.
Name and deed
Name certificate from the Central Mercantile Register, notarial deed, company NIF and the Registro Mercantil entry. With standard articles, through CIRCE.
D-1A and beneficial owners
The foreign-investment filing within a month and the titular real data: individuals who own or control more than 25%.
Bank, IVA, social security
Bank onboarding file, IVA registration from the start of activity, employer registration before the first hire. Account opening is the bank's decision after its review, so we never promise it.
The annual cycle
Books legalised within 4 months of year end, accounts prepared in 3 months, approved in 6, filed within a month, corporate tax return in July. VeriFactu from 1 January 2027.
Audit thresholds
An audit is optional when 2 of 3 limits are met for two years running: assets up to €2.85M, turnover up to €5.7M, up to 50 employees (LSC art. 263).
Residence on its own track
If the owner relocates, the grounds are assessed in parallel: ENISA, self-employment, digital nomad, Blue Card. Ukrainians under temporary protection can apply from within Spain.
Dividends and the treaty
Dividends to non-residents bear 19%, and at most 18% for an owner in Ukraine under the 1985 treaty. For a branch we model the extra 19% tax on profits sent abroad.
Company and residence are separate procedures
Registering an SL gives the owner no right to live in Spain. Entrepreneur residence under Ley 14/2013 is granted on a favourable ENISA report on the business plan, for 3 years, renewable for 2. A remote employee of a foreign company or a freelancer may qualify for the digital nomad permit with income of at least 200% of the minimum wage (SMI 2026: €1,221 a month, paid 14 times a year) and at least 3 years of experience. Since 16 April 2026 holders of temporary protection from Ukraine can apply for these permits without leaving Spain (Immigration Regulation, additional provision 19). Long-term residence is possible after 5 years of lawful stay, citizenship after 10, with the DELE A2 and CCSE exams and, for Ukrainian nationals, renunciation of their prior citizenship.
How to form an SL in Spain
€1 capital, CIRCE, NIE and NIF, D-1A, 2026 tax and annual reporting.
Read →SL or branch, and founder residence
How a subsidiary SL differs from a sucursal, and the residence routes open to the owner.
Read →The owner's tax residency
Where an owner who runs the company from another country pays tax.
Read →Frequently asked questions
Yes. The Capital Companies Act (LSC) sets no nationality or residence requirement for members or directors. A non-resident needs a Spanish tax number: for an individual foreigner that is the NIE, and without one the tax agency issues an NIF starting with M. The company must have a registered office in Spain (LSC art. 9).
€1 since 2022 (Ley 18/2022). While capital stays 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). An SA needs €60,000.
Status comes from a separate immigration procedure. Entrepreneur residence under Ley 14/2013 requires a favourable ENISA report on the business plan: the activity must be innovative or of special economic interest to Spain. The general self-employment permit (Immigration Regulation arts. 83–86) goes through a visa and requires sufficient investment. Both are assessed separately from the SL.
A subsidiary SL is a separate Spanish legal entity whose liability is limited to its own assets. A branch (sucursal) is part of the foreign company: it is registered with the Registro Mercantil on the parent's documents, the parent is liable, and profits transferred abroad bear an extra 19% tax (TRLIRNR art. 19).
The general rate is 25%. A new company with a genuine business pays 15% in its first profitable period and the next one. In 2026 a micro company with turnover under €1M pays 19% on the first €50,000 and 21% on the rest; a small company (under €10M) pays 23% (LIS art. 29, transitional provision 44). The standard VAT (IVA) rate is 21%.
Spain and Ukraine apply the Spain–USSR treaty of 1985: dividends at most 18% at source, interest taxed only in the recipient's country, royalties at most 5%. A new treaty was signed in 2020 but had not been published in the BOE as of the check date, so its rates are not used.
The programme is closed. Organic Law 1/2025 abolished the investor residence, including the €500,000 property route, from 3 April 2025. Entrepreneurs can look at residence with an ENISA report, self-employment, the digital nomad permit and the EU Blue Card.
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