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A Sociedad Limitada (S.L.) is a Spanish legal form with its own legal personality, comparable to a Private Limited Company. This form is one of the most common and popular in Spain and protects you personally from the liabilities of the company
Setting up an S.L. in Spain is an important step for entrepreneurs who want to enter the Spanish market. The process requires attention to detail and a good understanding of local laws and regulations.
Choosing a unique company name is the first step in establishing an S.L. in Spain.
The name must be approved and registered with the Central Commercial Registry to ensure it’s not already in use.
We help you check availability and reserve your desired company name.
After reserving your company name, opening a Spanish bank account in your company’s name is the next step.
You will deposit the required minimum share capital of €3,000. The bank will then give you a certificate as proof of deposit, which is necessary for the further establishment procedure.
Drafting the statutes is an important step where we establish the internal rules and structure of your company. These documents must comply with Spanish legislation and be formalized at a notary.
We ensure that all necessary documents are properly drafted and guide you throughout the entire notarial process.
Shareholders can be both natural persons and legal entities. It’s not necessary for shareholders to receive a (minimum) salary.
However, if a shareholder is actively involved in daily operations, it may be mandatory to register as self-employed (autónomo) and sign up for social security (Seguro Social). This is especially the case when the shareholder has a large share and performs management tasks.
An S.L. pays corporate tax on the profits it makes. New companies in Spain are subject to a reduced rate of 15%. However, this rate is limited to two specific tax periods:
- The first period in which the company earns profits.
- The period immediately following it, regardless of profit/loss.
After that, the standard rate is applied:
- 23% for companies with sales below €1,000,000.
- 25% for companies with sales above €1,000,000.
Do you want to conduct business in Spain via an S.L. from your B.V./Ltd./Inc./GmbH/etc, without living in Spain yourself?
In that case, your foreign entity can act as the sole shareholder of the S.L. Keep in mind that this entity. will need a NIF (we can help you get one).
By appointing a legal representative, you avoid having to register as an autónomo (self-employed individual) in Spain as a natural person.
We can (for a monthly fee) act as your legal representative.
It’s necessary to have a fiscal address in Spain. This address serves as the official location of your S.L. for tax and legal matters. If you don’t have a physical office yet, you can use a virtual office as a fiscal address.
We can help you apply for a reliable virtual office.
Establishing an S.L. involves various costs.
Some components are standardly included in our services:
- Registering a company name: €30 (included)
Other costs to consider:
- Notary fees: approximately €200
- Share capital: minimum €3,000
- (Virtual) office: approximately €70 per month
For our full service, we charge a one-time fee of €1211 excluding 21% VAT.
Here you will find answers to frequently asked questions about the establishment of an S.L. If your question isn't listed, you can chat with us. We'll assist you as quickly as possible.
Usually, the establishment of an S.L. takes 3 to 4 weeks.
Yes, it is necessary for you to be physically present in Spain during certain steps of the incorporation process: when signing the deed of incorporation at the notary and when opening a bank account.
When registering a company name with the Central Commercial Registry, it’s common to submit five names in order of preference. This increases the chance that one of your choices is available.
If all five preferences are already in use, you’ll need to choose an alternative name.
It’s not necessary for shareholders to receive a (minimum) salary.
But if you’re actively involved in daily operations as a shareholder, it may be mandatory to register as self-employed (autónomo) and sign up for social security (Seguro Social).
You need to register as self-employed (autónomo) in Spain when you perform business activities as an individual or when you’re a director of an S.L. and own more than 25% of the shares.
As a self-employed person, you’re required to pay monthly social security contributions and submit periodic tax returns.
An S.L. is a Spanish legal form comparable to a private limited company with limited liability. This structure is popular among small and medium-sized enterprises due to flexible regulations and limited liability of shareholders.
The main feature is that shareholders are only liable for the amount they’ve contributed to the share capital.
An S.L. is subject to corporate tax and must submit periodic tax returns, including VAT (IVA) and payroll tax if you have staff.
New S.L.’s can benefit from a reduced corporate tax rate of 15% instead of the standard rate during the first three years.
After the incorporation of your S.L., you can use the start-up capital for business expenses. It doesn’t need to remain in the account, as long as you invest it in the growth of your company.
When a client from another EU country receives an invoice from your Spanish S.L. and has a valid VAT number, the invoice can be sent without VAT. The client must then reverse-charge the VAT. This means that the client calculates the VAT at the rate of their own country and includes this amount in their VAT return.
Example: If the invoice is €1000, your client calculates VAT based on the applicable rate in their country and treats it as if they received an invoice of the total amount including VAT. If the client is entitled to a VAT refund, they can often reclaim the VAT immediately, resulting in no net payment.
It’s no coincidence that hundreds of people went before you. Read their experiences and discover why so many people choose NieNummer.nu.
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We are a PAE point (Punto de Atención al Emprendimiento) where we can carry out the necessary procedures to set up your company.
We are Social Collaborators with the Tax Agency (Agencia Tributaria): receive accurate, reliable, and up-to-date information from us.
1We can help you apply for a registered trademark, allowing you to use the ® symbol. The costs for this application vary depending on the sector in which the S.L. will be active (€80-€300).
