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How one can Register a Limited Liability Firm (SL) in Spain
Organising a business in Spain is an attractive option for both local and overseas entrepreneurs thanks to its robust financial system, access to European markets, and investor-friendly regulations. Among the many most popular business constructions is the Sociedad Limitada (SL), or Limited Liability Firm, which affords flexibility and protection for its owners. Right here’s a step-by-step guide on methods to register an SL in Spain and what you need to know to get started legally and efficiently.
1. Understand What an SL Company Is
A Sociedad Limitada (SL) is a private limited firm similar to an LLC. It’s designed for small and medium-sized enterprises and provides limited liability protection—which means shareholders are only answerable for the corporate’s debts as much as the amount of their investment. An SL requires a minimal share capital of €three,000, which must be deposited into a Spanish bank account earlier than registration.
This construction is right for entrepreneurs who need to decrease personal monetary risk while sustaining operational control and flexibility.
2. Choose and Register Your Firm Name
The primary official step is to order an organization name with the Central Mercantile Register (Registro Mercantil Central). You’ll want to apply for a certificación negativa de denominación social, confirming that your desired company name is unique and available.
This certificate can be obtained on-line, and it’s valid for six months (with a three-month legitimateity for incorporation purposes). Make positive your company name displays your enterprise identity and follows Spanish naming regulations.
3. Open a Business Bank Account and Deposit Capital
Next, you need to open a business bank account in Spain under your company’s name. Earlier than incorporation, you’ll need to deposit a minimum of €3,000 because the minimum share capital. The bank will then problem a certificate of deposit (certificado bancario), which you’ll need for the subsequent steps of the registration process.
Overseas investors could also be required to present identification documents corresponding to passports, NIE numbers (foreigners’ tax identification numbers), and proof of address.
4. Draft the Company’s Articles of Affiliation
The Articles of Association (Estatutos Sociales) define the inner guidelines of your organization—its targets, management construction, shareholder responsibilities, and capital distribution. This document, collectively with the founding deed (escritura pública de constitución), have to be signed earlier than a Spanish notary by all shareholders or their legal representatives.
The notary will verify the legality of the documents and make sure that your organization complies with Spanish corporate law.
5. Acquire the Firm’s Tax Identification Number (NIF)
Every SL will need to have a NIF (Número de Identificación Fiscal), which serves as the corporate’s tax identification number. Initially, you’ll receive a provisional NIF from the Tax Agency (Agencia Tributaria), and as soon as your registration is accomplished, you’ll be issued a definitive NIF.
The NIF is important for all monetary and legal operations, together with opening bank accounts, signing contracts, and issuing invoices.
6. Register the Company with the Mercantile Registry
After notarization, your documents have to be filed with the Provincial Mercantile Registry (Registro Mercantil Provincial). This step formally incorporates your SL and makes it a legal entity recognized by Spanish law. Registration typically takes 7 to 15 days, depending on the region.
Once registered, you’ll obtain your company’s official registration number, allowing you to begin trading legally.
7. Register for Social Security and Taxes
Earlier than starting enterprise operations, you must register the corporate and its directors with the Social Security system (Seguridad Social) and the Tax Agency. You’ll additionally must register for VAT (IVA) if your business activities require it.
For those who plan to hire employees, make sure that your organization is enrolled as an employer and that every one employment contracts comply with Spanish labor regulations.
8. Optional however Necessary: Seek Professional Help
While it’s attainable to register an SL in your own, working with a lawyer, gestor, or enterprise consultant in Spain can simplify the process. They'll assist with documentation, translations, tax registration, and compliance—saving you time and avoiding costly mistakes.
Key Takeaways
Minimal share capital: €3,000
Required documents: NIE, firm name certificate, bank deposit certificate, Articles of Affiliation, and notarial deed
Registration time: Normally 2–four weeks
Official bodies involved: Registro Mercantil, Agencia Tributaria, and Seguridad Social
Setting up an SL in Spain is straightforward whenever you understand every step and prepare the mandatory paperwork in advance. Once incorporated, you’ll enjoy the benefits of operating under a trusted business construction that provides flexibility, limited liability, and access to Spain’s thriving economic environment.
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Website: https://creaciondesociedades.es/
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