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Setting Up a Company in Spain for Non-Resident Investors
A practical guide and complete legal advice for setting up an SL, SA, branch or UTE in Spain as a non-resident. 8 steps, a comparison table of legal forms, and the FDI Screening triple test. Usual timeline: 6-8 weeks.
Step-by-step procedure
8 steps to set up your company in Spain
Usual total timeline: 6-8 weeks from obtaining the NIE through to activity registrations. Professional handling of each stage shortens timelines and avoids errors that force procedures to be repeated.
Obtaining the NIE
2-4 weeksThe Foreigner Identification Number is essential for any legal act in Spain. It is requested at the Spanish Consulate in the country of residence or, in Spain, at the Immigration Office. Dobarro handles the documentation and processing.
Company name reservation
24-48 hoursReservation of the company name with the Central Commercial Registry. Up to five options in order of preference. The negative certificate is valid for 3 months and is required for the deed.
Bank account and capital deposit
1-3 weeksOpening an account with a Spanish financial institution and depositing the minimum capital: €3,000 for an SL or €60,000 for an SA (at least 25% paid up). The bank issues the deposit certificate for the notary.
Drafting the articles of association
ConcurrentDrafting the articles governing the company's internal operation: corporate purpose, management body, transfer of shares, meetings and dividends. This is the most strategic stage: well-drafted articles prevent future conflicts between shareholders.
Notarised deed
1 dayThe founding shareholders (or their representatives with power of attorney) appear before a notary to execute the deed of incorporation. The articles of association, name certificate and deposit certificate are incorporated. The notary electronically files the deed with the Registry.
Registration with the Commercial Registry
2-4 weeksThe company acquires full legal personality upon registration with the provincial Commercial Registry of its registered office. The registrar reviews the deed and, if in order, completes the registration.
Final NIF
1-3 daysObtaining the final Tax Identification Number from the Tax Agency, by presenting the registered deed. Until then, the company operates with the provisional NIF obtained before the notary stage.
Tax and social security registrations
1-2 weeksRegistration for business tax (IAE), the census declaration (form 036), registration with the Social Security RED system if there will be employees, and municipal activity licences. The company is then fully operational.
Comparison of legal forms
SL, SA, branch or UTE: which fits your investment?
The choice of legal form determines the parent company's liability, the capital required, the applicable taxation and the market's perception. The decision should be made before starting the procedures.
| Legal form | Minimum capital | Shareholders | Liability | Ideal for |
|---|---|---|---|---|
| SLSociedad de Responsabilidad Limitada (Private Limited Company) | €3,000 | Minimum 1 | Limited to capital contributed | Start-ups, SMEs, subsidiaries of international groups, small-scale joint ventures |
| SASociedad Anónima (Public Limited Company) | €60,000 | Minimum 1 | Limited to capital contributed | Large companies, listing on organised markets, raising capital from institutional investors |
| BranchBranch of a foreign company | No minimum | — | Unlimited (parent company is liable) | Exploratory commercial presence, without needing its own legal personality in Spain |
| UTEUnión Temporal de Empresas (Temporary Business Association) | Variable | Minimum 2 | Joint and several among members | Public works, services or supply contracts; joint projects of a defined duration |
SL — Sociedad de Responsabilidad Limitada (Private Limited Company)
✓ Low minimum capital, flexible articles of association, restrictions on share transfers
— Cannot be listed, limited transferability of shares
SA — Sociedad Anónima (Public Limited Company)
✓ Free transferability of shares, suitable for listing, greater confidence in large transactions
— High minimum capital, greater formal and corporate governance rigidity
Branch — Branch of a foreign company
✓ No minimum capital, lighter structure, no shareholders' meeting
— Unlimited liability of the parent company, perceived as less solid by clients and the authorities
UTE — Unión Temporal de Empresas (Temporary Business Association)
✓ No legal personality of its own, flexible for temporary projects, neutral tax regime
— Joint and several liability, duration limited to the project, not suitable for ongoing business activity
RD 571/2023
FDI Screening triple test
Foreign direct investment screening requires prior authorisation from the Council of Ministers when the three conditions of the test are met simultaneously. Apply it before closing any transaction.
Does the investor NOT reside in the European Union?
YES →
Continue to step 2
NO →
FDI Screening does not apply. Free investment within the EU.
Does the investment exceed 10% of the Spanish company's share capital?
YES →
Continue to step 3
NO →
FDI Screening does not apply to minority stakes below the threshold.
Does the company operate in a strategic sector?
YES →
PRIOR AUTHORISATION MANDATORY
Sectors: Energy · Defence and national security · Critical infrastructure · Sensitive data · Biotechnology and healthcare · Media · Artificial intelligence
NO →
FDI Screening does not apply. The investment can be closed freely.
If all three answers are YES:
The investment cannot be closed without prior authorisation from the Council of Ministers. Non-compliance results in the transaction being void and may lead to administrative penalties. Processing usually takes between 3 and 6 months. Start the process before signing any binding agreement.
Frequently asked questions about setting up a company in Spain
Can a non-resident be the sole shareholder of an SL in Spain?
Yes. The Capital Companies Act (RDLeg 1/2010) allows a Sole-Shareholder Limited Company (SLU) to be set up by a single shareholder, whether an individual or a legal entity, resident or non-resident in Spain. The sole shareholder exercises all the powers of the General Meeting. Sole-shareholder status must be recorded with the Commercial Registry and published in the BORME.
What is the NIE and how is it obtained from abroad?
The NIE (Foreigner Identification Number) is the tax and administrative identifier for non-Spanish citizens. From abroad, it is requested at the Spanish Consulate using form EX-15, a valid passport and documentation justifying the reason (in this case, setting up a company). Usual timeline at the Consulate: 2-4 weeks.
When does my investment need prior FDI Screening authorisation?
Under Royal Decree 571/2023, prior authorisation from the Council of Ministers is mandatory when three conditions are met simultaneously: the investor does not reside 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 be closed without prior authorisation.
What is the difference between setting up a branch and a subsidiary in Spain?
A subsidiary (usually an SL) has its own legal personality independent of the foreign parent company: the parent's liability is limited to its capital contribution. A branch is an extension of the foreign company with no legal personality of its own: the parent company is unlimitedly liable for all the branch's obligations. A branch requires no minimum capital, but must be registered with the Commercial Registry and have a representative with sufficient powers in Spain.