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Setting Up a Company in Spain as a Non-Resident Investor
Practical guide and full legal support for incorporating an SL, SA, branch or JV in Spain as a non-resident. 8 steps, legal entity comparison table and FDI Screening triple test. Typical timeline: 6-8 weeks.
Step-by-step procedure
8 steps to incorporate your company in Spain
Total typical timeline: 6-8 weeks from obtaining the NIE to completing activity registrations. Professional management of each phase reduces delays and avoids errors that require repeating steps.
Obtain the NIE
2-4 weeksThe NIE (Número de Identificación de Extranjero) is required for any legal act in Spain. Non-residents apply at the Spanish Consulate in their country of residence or, if in Spain, at the Immigration Office. Dobarro manages the documentation and the application process.
Reserve the company name
24-48 hoursThe company name is reserved at the Central Companies Registry. Up to five names may be submitted in order of preference. The certificate is valid for 3 months and must be presented to the notary at incorporation.
Open a bank account and deposit share capital
1-3 weeksA Spanish bank account must be opened and the minimum share capital deposited: €3,000 for an SL or €60,000 for an SA (at least 25% paid up at incorporation). The bank issues a deposit certificate to be presented to the notary.
Draft the articles of association
ConcurrentThe articles govern the company's internal operation: corporate purpose, management structure, transfer restrictions, general meetings and profit distribution. Strategically drafted articles prevent shareholder disputes and protect the investor's position.
Execute the notarial deed
1 dayFounding shareholders — or their representatives under a notarised power of attorney — appear before a Spanish notary. The articles, company name certificate and capital deposit certificate are incorporated. The notary files the deed electronically with the Registry.
Registration at the Companies Registry
2-4 weeksThe company acquires full legal personality upon registration at the provincial Companies Registry of its registered office. The registrar reviews the deed and enters the inscription if compliant.
Obtain the definitive NIF
1-3 daysOnce registered, the definitive Tax Identification Number is obtained from the Tax Agency presenting the registered deed. Until this step the company operates under a provisional NIF obtained before the notarial deed.
Tax, census and labour registrations
1-2 weeksEconomic Activities Tax registration, census declaration (form 036), Social Security registration if employees will be hired, and municipal activity licences as required. The company is now fully operational.
Legal entity comparison
SL, SA, Branch or JV: which structure fits your investment?
The choice of legal entity determines the parent company's liability, minimum capital required, applicable tax treatment and market perception. This decision should be made before starting any incorporation procedures.
| Legal entity | Min. capital | Shareholders | Liability | Best for |
|---|---|---|---|---|
| SLSociedad de Responsabilidad Limitada | €3,000 | Min. 1 | Limited to capital contributed | Start-ups, SMEs, international subsidiaries, small joint ventures |
| SASociedad Anónima | €60,000 | Min. 1 | Limited to capital contributed | Large companies, stock market listing, institutional investor funding rounds |
| BranchSucursal de sociedad extranjera | None | — | Unlimited (parent fully liable) | Exploratory commercial presence without creating a separate legal entity in Spain |
| JV / UTEUnión Temporal de Empresas | Variable | Min. 2 | Joint and several between members | Public procurement contracts, joint projects of defined duration |
SL — Sociedad de Responsabilidad Limitada
✓ Low minimum capital, flexible articles, transfer restrictions protect investor
— Cannot be listed on a stock exchange, limited share transferability
SA — Sociedad Anónima
✓ Free share transferability, eligible for listing, stronger market perception for large deals
— High minimum capital, more formal governance requirements
Branch — Sucursal de sociedad extranjera
✓ No minimum capital, lighter structure, no shareholder meeting required
— Unlimited liability for the parent, perceived as less robust by clients and authorities
JV / UTE — Unión Temporal de Empresas
✓ No separate legal personality, flexible for temporary projects, tax-neutral structure
— Joint and several liability, limited to project duration, not suitable for ongoing business
Royal Decree 571/2023
FDI Screening triple test
Foreign direct investment screening requires prior authorisation from the Council of Ministers when all three conditions below are met simultaneously. Apply this test before signing any binding agreement.
Is the investor NOT resident in the European Union?
YES →
Proceed to step 2
NO →
FDI Screening does not apply. Freedom of investment within the EU.
Does the investment exceed 10% of the Spanish company's share capital?
YES →
Proceed to step 3
NO →
FDI Screening does not apply to minority holdings below the threshold.
Does the company operate in a strategic sector?
YES →
PRIOR AUTHORISATION REQUIRED
Strategic sectors: Energy · Defence and national security · Critical infrastructure · Sensitive data · Biotechnology and healthcare · Media · Artificial intelligence
NO →
FDI Screening does not apply. The investment may proceed freely.
If all three answers are YES:
The transaction cannot be completed without prior authorisation from the Council of Ministers. Failure to obtain it renders the transaction null and void and may give rise to administrative penalties. Typical processing time: 3 to 6 months. Initiate the process before signing any binding agreement.
Frequently asked questions
Can a non-resident be the sole shareholder of a Spanish SL?
Yes. The Spanish Companies Act (RDLeg 1/2010) allows the formation of a sole-shareholder SL (Sociedad Limitada Unipersonal, SLU) by a single shareholder — whether an individual or a legal entity, resident or non-resident. The sole shareholder exercises all powers of the General Meeting. Sole-shareholder status must be registered at the Companies Registry and published in the Official Gazette (BORME).
What is the NIE and how can it be obtained from abroad?
The NIE (Número de Identificación de Extranjero) is the tax and administrative identifier for non-Spanish nationals. To obtain it from abroad, attend the Spanish Consulate or Embassy in your country of residence with form EX-15, a valid passport and documents evidencing the reason for the application (here: company incorporation). Typical processing time: 2-4 weeks.
When does my investment require prior FDI Screening authorisation?
Under Royal Decree 571/2023, prior authorisation by the Council of Ministers is mandatory when three conditions are met simultaneously: the investor is not resident in the EU; the investment exceeds 10% of share capital; and the company operates in a strategic sector — energy, defence, critical infrastructure, sensitive data, biotechnology, media or artificial intelligence. If all three apply, the transaction cannot close without prior authorisation.
What is the difference between a branch and a subsidiary in Spain?
A subsidiary(typically an SL) has its own legal personality, independent of the foreign parent: the parent's liability is limited to its capital contribution. A branch is an extension of the foreign company without separate legal personality: the parent is fully and unlimitedly liable for all branch obligations. A branch requires no minimum capital but must be registered at the Companies Registry and have a representative with sufficient powers in Spain.