Complete Guide to Company Incorporation in Spain

Establishing a company in Spain can be a quick and efficient process if well planned. However, when the founder is a foreign individual or entity, the operation requires deeper analysis that goes far beyond formal compliance: it’s essential to understand the legal, tax, and operational framework to make solid foundational decisions from the outset.

At Seegman, we support international investors through this process, and here we share the key points you should consider before forming a company in Spain.

What is company incorporation and how is it done?

Incorporating a company is not just about registering it with the Commercial Registry. It means designing a legal structure that supports growth, limits risk, optimizes taxation, and enables the desired operations (invoicing, hiring, investment, financing…).

When there’s an international component, these objectives intertwine with other considerations: Who is contributing the capital? From which country? What will relationships with third parties look like? Is limited liability desired? Is there an intention to repatriate profits?

A company established without strategic reflection may work for a while… until it doesn’t.

Requisitos legales para la constitución de una sociedad

Antes de iniciar el proceso de constitución es fundamental tener claro:

• Quién será el titular real (UBO) y cómo se justificará su identidad ante notario y bancos.
• Si se requiere NIE o certificado de no residente, y en qué plazos.
• Qué obligaciones tendrá la sociedad en términos de IVA, Impuesto sobre Sociedades o retenciones.
• Qué estructura de órganos es más eficiente: administrador único, solidarios, consejo de administración…
• Cómo afectará esta sociedad a la planificación fiscal internacional del grupo o de los socios.

What type of company should you choose?

In practice, 90% of our international clients opt for a Limited Liability Company (S.L.) due to its flexibility, low minimum capital requirement (it can be established with just €1 since 2022), and personal liability protection.

Other structures like the Public Limited Company (S.A.) or a Branch may be suitable in specific contexts (e.g., listing on the stock exchange or operational requirements), but they demand more in-depth analysis.

The key is ensuring the legal form aligns with the company’s purpose—whether for asset holding or running a commercial operation.

Is it possible to incorporate a company from abroad?

Yes. Many of the operations we manage are completed without shareholders or representatives having to travel to Spain. It’s possible to rant powers of attorney before a local notary and have them apostilled, use a resident representative to move forward while the promoters’ legal situation is regularized.

Additionally, it’s possible to acquire a shelf company with a bank account already opened, which significantly shortens timelines if the goal is to start operating immediately.

How long does it take to incorporate a company from abroad?

Factors such as the availability of the company name, the drafting of the bylaws, notary appointment schedules, or the opening of a bank account can affect the overall timeline.

The deed of incorporation must be registered with the Commercial Registry, which may take up to 30 business days.

Steps to Incorporate a Company in Spain

The typical process includes:

1. Reserve the company name at the Central Mercantile Registry
2. Draft the company bylaws
3. Open a bank account and deposit the share capital
4. Sign the deed of incorporation before a notary
5. Apply for provisional and final NIF
6. Register the company with the Mercantile Registry
7. Register with the Spanish Tax Agency (AEAT) and Social Security, if applicable

Among the costs associated with company incorporation are notarial and registry fees, advisory services, bank account opening, and capital contributions (minimum for an S.L.).

The documentation required to incorporate a company will depend on the client’s profile (individual or legal entity, resident or non-resident), but generally the following will be requested:

• Passport or ID

• NIE (for acting as administrator)
• Power of attorney, if a representative is acting
• Contact information and fiscal address
• For foreign entities: certificate of incumbency or equivalent documents

What happens after a company is incorporated?

Once the company is registered and has its dfinitive NIF, the following steps are required:

• Open a bank account (if not done earlier)
• Register with AEAT and Social Security (for hiring employees)
• Issue invoices correctly
• Comply with accounting, corporate, and tax obligations

A solid company formation is not just about registration—it’s the starting point for sound management.

At Seegman, we help international clients establish themselves in Spain with legal certainty and strategic vision.