Starting a Business - Spain

Spain imposes no restriction on foreign shareholding in standard sectors — non-EU nationals may own 100% of an SL or SA with no local partner. Prior authorisation from the Ministry of Economy is required only for investments in strategic sectors (critical infrastructure, defence, telecoms, energy, health) under Royal Decree 571/2023; investments in companies with annual turnover below €5 million are exempt from that screening.

Law 18/2022 ('Crea y Crece'), in force since October 2022, reduced the minimum capital for an SL from €3,000 to €1. Founders who start below €3,000 must allocate at least 20% of annual net profit to a legal reserve until it reaches €3,000; shareholders are jointly and severally liable up to that €3,000 threshold in insolvency.

All non-Spanish natural persons involved in incorporation must hold a Número de Identificación de Extranjero (NIE) to sign notarial deeds, open bank accounts, and register with tax and social-security authorities. Applications can be filed in Spain (typically 1–2 weeks) or via a Spanish consulate abroad (several weeks); formation may proceed by power of attorney during this period.

The state-run CIRCE telematic system, accessed through Entrepreneur Service Points (PAEs), allows end-to-end digital formation of an SL. The Central Mercantile Register issues a name-clearance certificate within 6 hours; the Mercantile Register completes registration within 6 business hours of receiving the notarised deed (when standard bylaws are used). Total elapsed time from completed documents to registered company can be under 72 hours.

The standard SL formation sequence is: (1) obtain NIE; (2) reserve company name at the Registro Mercantil Central; (3) deposit share capital in a Spanish bank account; (4) sign notarial deed of incorporation; (5) register with the Mercantile Registry and obtain NIF from Agencia Tributaria via CIRCE; (6) register with Social Security (CCC). Steps 2–6 can all be handled digitally via a PAE or by a local representative. In-person/manual route typically takes 2–6 weeks.

Law 28/2022 (in force from January 2023) grants qualifying innovative startups a reduced corporate tax rate of 15% for the first four profitable years (versus 25% standard), accelerated VAT refunds, and deferred tax/social-security payments for two years post-incorporation. Foreign founders relocating to Spain can access a modified 'Beckham' regime taxed at a flat 24% on income up to €600,000, and a Digital Nomad Visa is available for non-EU remote workers.