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For a foreigner to incorporate a Limited Liability Company (SL) in Spain, the following documents are required:

• NIE (Número de Identificación de Extranjero) for each partner and administrator. Without an NIE it is not possible to sign the deed of incorporation before a notary.
• Valid passport of all partners and administrators.
• Negative certification of company name from the Central Mercantile Registry (confirming the chosen company name is not already registered).
• Articles of association: the document governing the internal operation of the company.
• Certificate of share capital deposit in a Spanish bank account (minimum €1 since the 2022 Start-up Law, though in practice many banks require €3,000).
• Registered address in Spain: a physical address where legal communications will be received.

At Notaría Online, as a certified PAE Point, we guide you through obtaining and preparing all the documentation and manage the incorporation deed remotely.

Yes, a non-resident can be the administrator of a Spanish Limited Liability Company. Spanish law does not require the administrator to have tax residency in Spain or to be registered on the municipal census.

However, there are some practical points to bear in mind:

• The non-resident administrator must obtain an NIE, which is essential for identification with the Mercantile Registry and the Tax Agency.
• If the administrator resides in a country with a double taxation treaty with Spain, the tax implications will be more favourable.
• The company may be subject to greater tax scrutiny if all its administrators and partners are non-residents, particularly in relation to the place of effective management for Corporate Income Tax purposes.
• The non-resident administrator can grant a power of attorney to a representative in Spain to act on their behalf in day-to-day procedures.

At Notaría Online we advise you on the most suitable structure for your company and handle both the incorporation and any necessary powers of attorney.

For incorporation via the CIRCE system (the fastest method, completed in 24–72 hours), you do need to open a Spanish bank account beforehand and deposit the share capital into it. This is because the CIRCE process requires a bank certificate confirming the capital deposit.

For incorporation via the standard notarial procedure (without using CIRCE), the requirements are somewhat more flexible: a notarial declaration by the partners acknowledging their capital contribution may be sufficient.

Regarding opening a bank account as a non-resident, many Spanish banks allow this with:

• Valid passport.
• NIE.
• Proof of economic activity (employment contract, deed of business activity, etc.).

Some banks and neobanks (such as Openbank, N26 or BBVA) allow non-resident accounts to be opened entirely online.

At Notaría Online we advise you on the complete process of incorporating your SL, including the steps to open the account and deposit the share capital.

Through the CIRCE system (Center for Information and Network for Business Creation), the formation of a Limited Liability Company can be completed in approximately 7 business hours from the start of the procedure.

The process includes:

1. Reservation of the name in the Central Mercantile Register
2. Opening of a bank account with the share capital
3. Granting of the notarial deed
4. Registration with the Spanish Tax Agency and settlement of taxes (exempt from Stamp Duty on Property Transfers and Documented Legal Acts)
5. Registration with Social Security (if applicable)
6. Registration in the Mercantile Register

This timeframe is possible because all the involved organizations are connected electronically through the DUE (Single Electronic Document).

Since the reform of the Capital Companies Act (2023), the minimum share capital to form a Limited Liability Company in Spain is 1 euro.

However, with such little capital:

• The company must allocate 20% of its profits to reserves until it reaches 3,000 euros
• If the company is liquidated before reaching that threshold, the shareholders are subsidiarily liable for the debts up to 3,000 euros

For practical reasons (credibility with suppliers, banks, and clients), it is recommended to contribute at least 3,000 euros as initial share capital.

The capital must be fully paid up at the time of incorporation, whether in cash or through non-monetary contributions.

The main differences between a Limited Liability Company (SL) and a Public Limited Company (SA) are:

For the vast majority of SMEs and startups, the SL is the most recommended legal form due to its simplicity, low cost, and suitability for companies with few members.

Yes. Foreign citizens can incorporate and be partners or managers of a Spanish Limited Liability Company as long as they have:

• NIE (Foreign Identification Number): essential for any tax procedure in Spain, including the incorporation of companies.
• Valid passport

The NIE can be obtained:

• In Spain at the National Police
• Abroad through the Spanish consulate

Once incorporated, the Spanish company operates normally. The administrator can be a non-resident in Spain, although they will be taxed in Spain on the income obtained in the country.

Our team advises non-residents throughout the entire process, including obtaining the NIE.