Register your Spanish LLC (SL) — end-to-end, 10 business days

Spain has no LLC — but the SL is better

If you have searched for “LLC registration in Spain,” you have already encountered the first piece of Spain-specific knowledge you need: Spain’s corporate law does not include a Limited Liability Company in the US sense. The LLC is a legal form specific to American state law, designed to combine the liability protection of a corporation with the tax transparency of a partnership.

Spain’s equivalent is the Sociedad Limitada (SL) — a limited liability company that achieves the same core purpose: the shareholders’ personal assets are shielded from the company’s creditors. The SL is governed by the Ley de Sociedades de Capital (Real Decreto Legislativo 1/2010, de 2 de julio) and is by far the most widely used corporate form in Spain, representing over 90% of all Spanish companies. When foreign entrepreneurs say they want to “register an LLC in Spain,” what they actually need is an SL.

This guide explains everything you need to know to register a Spanish SL in 2026: what it is, how it compares to the US LLC and UK Ltd, how the registration process works step by step, what it costs, and how BMC manages the entire process for you.

SL vs LLC: key similarities and differences

For entrepreneurs familiar with the US LLC, here is a direct comparison.

The most important difference is taxation: unlike the US LLC (which defaults to pass-through taxation), a Spanish SL is a separate taxpaying entity subject to Impuesto sobre Sociedades (IS) at 25% — or 15% for new companies in their first two profitable tax periods. This is similar to a US corporation electing C-corp status, not a pass-through.

For non-residents relocating to Spain, the SL also pairs extremely well with the Beckham Law (Régimen Especial de Trabajadores Impatriados), which can apply a flat 24% IRPF rate to salary drawn from the company — significantly below Spain’s standard progressive rate of up to 47%. BMC advises on this combination as part of every company formation for international founders.

Why incorporate in Spain in 2026?

Beyond the “I need a legal entity” requirement, Spain offers genuine strategic advantages for businesses incorporating here.

European Union membership. An SL is an EU-domiciled company with full access to the EU single market, EU VAT rules (enabling zero-rating on intra-community B2B supplies), EU trademark registration, and EU banking. For US and non-EU founders, a Spanish SL is a legitimate EU operating entity.

Competitive corporate tax rate. The standard IS rate of 25% is in line with the European average. More importantly, the startup rate of 15% for new companies’ first two profitable tax years materially reduces the tax burden during the growth phase. For companies with activities in the Canary Islands, the ZEC (Zona Especial Canaria) regime provides a 4% IS rate for qualifying companies — one of the lowest in the EU.

Double tax treaty network. Spain has double tax treaties with over 100 countries, including the US, UK, Germany, France, the Netherlands, Mexico, Brazil, Argentina, and most other significant trading nations. For international groups, this significantly reduces withholding tax friction on dividends, interest, and royalties.

Strategic location. Spain is a natural base for companies serving both European and Latin American markets. It has world-class logistics infrastructure, nine major international airports, and a highly educated bilingual workforce. The time zone (CET, UTC+1) is functional for coordination with both US Eastern and Asian markets.

Spain Startups Law benefits. Companies registered under Spain’s 2022 Startups Law (Ley 28/2022) can access a corporate income tax rate of 15% for the first four years (instead of two), access to public grants and R&D incentives, and simplified administrative procedures. BMC advises on Startups Law qualification during the initial structure consultation.

Choosing your legal form: SL, SLU, branch, or representative office

Before beginning the registration process, you need to choose the right legal vehicle. For most foreign entrepreneurs registering a business in Spain, the answer is an SL — but the other options are worth understanding.

Sociedad Limitada (SL) — the standard choice

The SL is Spain’s workhorse corporate form. It provides full limited liability, accepts foreign shareholders and directors without residency requirements, and has a flexible governance structure that works well for companies with one to a dozen shareholders.

Key facts for 2026:

• Minimum share capital: €3,000, fully paid at incorporation
• Shareholders: minimum one, maximum unlimited
• Director residency: not required
• Transfer of shares: requires consent of other shareholders (unlike an SA or US LLC)
• Tax: IS at 25% (15% for first two profitable years)
• Annual accounts: mandatory filing at Commercial Registry

Sociedad Limitada Unipersonal (SLU) — single-member

An SLU is simply an SL with a single shareholder. The legal and tax regime is identical to a multi-member SL, with one additional formal requirement: the company must disclose its sole-shareholder status in all official documents and in the Commercial Registry. If you later bring in co-founders or investors, converting from SLU to SL is a straightforward registry filing.

Branch office (Sucursal) — testing the market without full incorporation

A branch is not a separate legal entity — it is a registered presence of the foreign parent company in Spain. The parent bears unlimited legal liability for the branch’s obligations. Registration costs and time are similar to SL incorporation, but there is no share capital requirement. A branch is well suited to companies that want to test the Spanish market before committing to a full local incorporation. It pays Spanish corporate income tax on profits attributable to Spanish activities.

Representative office

A representative office is the lightest option: it can carry out marketing and liaison activities but cannot generate income in Spain. No corporate income tax applies to a representative office, but it also cannot issue invoices to Spanish clients. For most operating businesses, this option is too restricted.

Step-by-step registration process

Here is exactly what happens when BMC registers your Spanish SL.

Step 1 — Initial consultation and NIE applications (Days 1–3)

The first step is a structured intake conversation where we establish the right legal structure for your situation: number of shareholders, their nationalities and residency status, the planned business activity, expected revenue, and any international tax considerations. We use this to finalise the recommendation (SL, SLU, or branch) and the articles of association approach.

Simultaneously, for any shareholder or director who does not already have a Spanish NIE, we initiate the application. The NIE (Número de Identificación de Extranjero) is a personal identification number issued by the Spanish National Police to foreign nationals. It is required to sign a notarial deed and to register with the Tax Authority. Without an NIE, the company cannot be incorporated.

For non-residents in Spain, NIE applications are made at the Consulate with jurisdiction over the applicant’s country of residence. Processing times range from two to four weeks at most consulates. In Spain, BMC can attend a police station appointment on your behalf with a power of attorney, which is typically faster (one to two weeks). Securing NIEs early is the single most effective way to avoid delays in the overall timeline.

Step 2 — Company name reservation (Days 1–5)

We apply for a negative denomination certificate (certificación negativa de denominación) from the Registro Mercantil Central in Madrid. This document confirms that your chosen company name is available and reserves it for six months. The application takes two to five business days and costs approximately €15–€30.

We typically submit three name options in order of preference. If all three are taken, we iterate until we find an available option that works commercially. The name must include the legal form indicator (“SL” or “SLU”) and must not conflict with existing registered names or protected trademarks.

Step 3 — Articles of association and share capital deposit (Days 3–8)

While the name certificate is being processed, our lawyers draft the estatutos sociales (articles of association). These govern the company’s internal rules for the life of the company: the share structure, director appointment and removal, shareholder meeting rules, dividend policy, and restrictions on share transfers.

For straightforward foreign-owned SLs, we use a tested base template that notaries approve quickly. For more complex situations — multiple shareholders with different economic rights, vesting schedules, drag-along and tag-along provisions, or professional partnership structures — we draft bespoke clauses that protect your specific interests.

In parallel, we arrange the opening of the share capital bank account. The minimum €3,000 must be deposited before the notarial deed is signed, and the bank issues a certificate (certificado de depósito bancario) that the notary requires. This is one of the most consistent bottlenecks for foreign-owned companies: Spanish banks have significantly tightened non-resident onboarding requirements under EU anti-money-laundering rules. BMC’s working relationships with specific bank contacts and fintech alternatives make this step substantially more predictable.

Step 4 — Notarial deed (Days 8–12)

The notary appointment is the formal incorporation moment. All shareholders — or their authorised representatives via power of attorney — sign the escritura de constitución (public deed of incorporation) before a Spanish notary. The notary verifies identities, confirms the share capital certificate, witnesses the signing, and issues certified copies (copias autorizadas) of the deed.

If you cannot be in Spain for the notary appointment, BMC can represent you via a poder notarial (notarised power of attorney). If the power of attorney is signed outside Spain, it must be apostilled (for Hague Convention countries) or legalised, and translated by a sworn translator.

Notary fees are set by a statutory tariff and typically run €300–€600 for a standard SL with €3,000–€10,000 share capital.

Step 5 — Transfer Tax filing and Commercial Registry (Days 12–20)

Within 30 days of the notarial deed, we file the Transfer Tax return (form 600 — Impuesto sobre Transmisiones Patrimoniales y Actos Jurídicos Documentados) with the relevant autonomous community. Company formations are exempt from the capital duty, but the filing is a mandatory administrative step; failure to complete it blocks registry submission.

Once the tax form is stamped, we submit the notarial deed to the Provincial Commercial Registry (Registro Mercantil Provincial). Registration typically takes five to fifteen business days. The company receives a provisional NIF (tax ID number) at the notary; the definitive NIF is confirmed by the AEAT after the Commercial Registry inscription is complete.

Commercial Registry fees for a standard SL are €150–€300.

Step 6 — AEAT registrations and go-live (Days 20–25)

With the registration certificate in hand, we file the modelo 036 censo declaration with the AEAT. This registers the company for corporate income tax and VAT (IVA), confirms the definitive NIF/CIF, and establishes the company’s tax domicile.

We also:

• Register the company for VAT and select the appropriate VAT filing regime
• Register any directors on payroll with Social Security
• Set up the quarterly and annual filing calendar
• Configure the company’s accounting framework if you are using BMC’s ongoing accounting service

At this point your company is legally incorporated, has a definitive NIF/CIF, is registered for tax purposes, and is ready to issue its first invoice.

Required documents checklist

For a standard foreign-owned SL with one or two non-resident shareholders:

Personal documents (per shareholder and director):

• Valid passport (not expiring within 12 months of incorporation)
• NIE (Número de Identificación de Extranjero) — BMC assists with this if not yet obtained
• Proof of residential address (recent utility bill or bank statement, within 3 months)
• Source of funds declaration for share capital (standard AML requirement)

Corporate documents (if a corporate shareholder exists):

• Certificate of incorporation of the shareholder company
• Certificate of good standing (or equivalent — must be current, within 3 months)
• Apostilled and certified-translated into Spanish
• Beneficial ownership declaration

Power of attorney (if not attending in person):

• Executed before a notary in your jurisdiction
• Apostilled under the Hague Convention (or legalised for non-Hague countries)
• Certified-translated into Spanish by a sworn translator (traductor jurado)

BMC provides a bespoke document checklist for each client’s specific situation during the initial consultation.

Tax obligations of a Spanish SL: what to plan for

Corporate Income Tax (Impuesto sobre Sociedades)

The standard IS rate is 25% on net taxable profit. For newly incorporated companies that are beginning a new business activity, the first two profitable tax years are taxed at 15% — a significant reduction during the growth phase.

Companies that qualify under the Startups Law (Ley 28/2022) may apply the 15% rate for the first four profitable years, and may also access additional R&D and innovation incentives.

The annual corporate income tax return (Modelo 200) is filed within 25 calendar days following the six-month period after the year-end. For December 31 year-end companies, the deadline is July 25 of the following year. Quarterly advance payments (Modelo 202) are due in April, October, and December.

VAT (IVA — Impuesto sobre el Valor Añadido)

The standard VAT rate in Spain is 21%, with reduced rates of 10% (food, hospitality, healthcare equipment) and 4% (basic foods, newspapers, books). VAT returns are filed quarterly (Modelo 303) by most companies, or monthly for companies enrolled in the Monthly VAT Refund Scheme (REDEME).

For services sold to business customers in other EU member states, the intra-community reverse charge mechanism applies and the supply is zero-rated in Spain. For services sold to non-EU customers, the supply is generally outside Spanish VAT scope for B2B transactions. The specific VAT treatment depends on the nature of the service and the customer’s location and status — BMC advises on VAT position as part of the initial structure consultation.

Beneficial Ownership Register

All Spanish companies must maintain a current register of Ultimate Beneficial Owners (UBOs) — individuals who own or control 25% or more of the company’s shares or voting rights, directly or indirectly. This register must be declared to the Notary at incorporation and updated at the Commercial Registry when ownership changes. Non-compliance carries administrative sanctions.

Withholding taxes on payments to non-residents

When a Spanish SL makes payments of dividends, interest, or royalties to non-resident shareholders or related parties, it is required to withhold Spanish non-resident income tax (IRNR) at the applicable treaty rate (typically 5–15% on dividends, depending on the treaty). For EU-resident parent companies, the EU Parent-Subsidiary Directive may reduce the withholding to zero on qualifying dividend distributions. BMC advises on withholding tax obligations for all international structures.

Post-incorporation obligations: the compliance calendar

Once incorporated, a Spanish SL has a structured calendar of obligations. Missing deadlines results in automatic surcharges (recargos por presentación extemporánea) starting at 1% per month.

Monthly (if applicable):

• Modelo 111 — payroll withholding tax (if employees or directors on payroll)
• Modelo 115 — rental withholding (if paying rent)
• Modelo 303 — VAT return (for REDEME-enrolled companies)

Quarterly:

• Modelo 303 — VAT return (standard regime, due by 20th of April, July, October, January)
• Modelo 202 — corporate income tax advance payments (April, October, December)
• Modelo 111/115 — withholding returns (if not on monthly scheme)

Annually:

• Modelo 200 — annual corporate income tax return (by 25 July for December year-end)
• Modelo 390 — annual VAT summary (by 30 January)
• Modelo 347 — third-party transactions disclosure (by 28 February)
• Annual accounts — approved by shareholders and filed at the Commercial Registry within 30 days of approval (within 11 months of year-end)
• Beneficial ownership register update (at Commercial Registry) — if ownership changes

BMC manages all of these filings as part of our ongoing fiscal and accounting services. We provide every company with a personalised filing calendar from the day of incorporation.

Special cases: non-resident directors, international groups, and single-member SLUs

Non-resident director

A non-resident can be sole director of a Spanish SL without any residency requirement. However, if the non-resident director draws a salary from the company, the company must register as an employer with Spanish Social Security and withhold IRPF on the salary payments. If the director is resident in another country, the applicable tax treatment depends on the double tax treaty between Spain and the director’s country of residence. BMC advises specifically on director remuneration structures for non-resident founders.

International holding structures

Many international groups choose to interpose a foreign holding company as the shareholder of the Spanish SL, rather than having individual founders own the SL directly. Common holding jurisdictions used by BMC clients include the Netherlands (participation exemption), Luxembourg (SOPARFI), and the UK (for pre-Brexit structures still in place). The choice of holding structure affects dividend withholding tax rates, capital gains tax on a future exit, and the applicable double tax treaty. BMC maps the full tax chain — from Spanish SL through the holding to the ultimate beneficiaries — before recommending a structure.

SLU (single-member SL)

A Sociedad Limitada Unipersonal is the right form when a single individual or company is the sole shareholder. The legal requirements are identical to a multi-member SL, with one additional obligation: the sole-shareholder condition must be stated in all official documents and registered in the Commercial Registry (the notation “SLU” or “Sociedad Unipersonal” must appear in all invoices, contracts, and correspondence). If the company later brings in additional shareholders, the change is made via a simple Commercial Registry filing without any new notarial deed.

Banking for internationally owned SLs: what to expect

Opening a corporate bank account in Spain for a non-resident-directed company is consistently the most unpredictable step in the incorporation process. EU AML (anti-money-laundering) regulations, implemented via Spain’s Ley 10/2010, have led Spanish banks to impose increasingly stringent non-resident onboarding checks.

What traditional banks require:

• Notarial deed (certified copy)
• Company NIF
• NIE of all directors and beneficial owners
• Passports of all parties
• Proof of residential address for all parties
• Business plan or description of activities
• Expected turnover and source of funds
• Beneficial ownership chain documentation (for corporate shareholders)

Typical challenges:

• Many branches decline walk-in non-resident applications and require an introduction
• UBO verification for complex ownership structures can add weeks
• Some banks require a minimum period of Spanish activity before opening a full current account

Alternatives BMC recommends:

• Wise Business (Spanish IBAN available, KYC-friendly for international companies)
• Revolut Business (Spanish IBAN, fast onboarding)
• Sabadell’s non-resident business programme (best traditional bank option in our experience)
• BBVA and CaixaBank through our introduced contacts

BMC introduces internationally owned SLs to appropriate banking contacts — traditional and fintech — based on the company’s profile and the urgency of the bank account opening.

Cost breakdown for 2026

All BMC fees are fixed-price, agreed before any work begins. There are no hourly billing surprises.

For clients who also need NIE assistance, power of attorney preparation, Beckham Law advice, or ongoing accounting and tax management, we provide combined packages at a fixed price.

BMC’s end-to-end company formation service

Our formation service is not a filing agency operation. BMC is a multidisciplinary advisory firm — lawyers, tax advisers, and accountants working under one roof — which means the same team that registers your company can advise on your ongoing tax position, your director remuneration structure, your Beckham Law eligibility, and your eventual exit.

We have registered more than 200 foreign-owned companies in Spain and our average timeline is 10 business days from instruction to operational company with a definitive NIF. We work in English, Spanish, French, German, Dutch, and Portuguese, and every client has a dedicated point of contact throughout.

What the service covers:

• Structure consultation and legal form recommendation
• NIE application management
• Company name reservation
• Articles of association — bespoke drafting
• Share capital bank account facilitation
• Notary attendance (or representation via power of attorney)
• Transfer Tax filing
• Commercial Registry inscription
• Definitive NIF/CIF obtention
• AEAT census registration (Modelo 036)
• VAT registration and regime election
• Social Security employer registration
• Compliance calendar setup
• Introduction to banking contacts
• Optional: Beckham Law Form 149 filing, registered office address, ongoing accounting

Contact BMC for a fixed-price quote tailored to your specific situation.