How to start a company in Spain

Last checked: November 2026 · Currency: EUR

Spanish founder teams usually form a Sociedad Limitada (SL). Since 2022 the minimum capital is €1. You sign the deed before a notary and register it with the Registro Mercantil. The online CIRCE system with standard articles is the fastest and cheapest route, and certified startups (empresas emergentes) can get a 15% corporate tax rate.

General information, not legal or tax advice. Rules and fees change; always check the official source.

Recommended for co-foundersChoose an SL. Spanish angels and VCs invest in SLs, and an SL can apply for ENISA startup certification to get the tax and visa benefits of the Startups Law (Ley 28/2022).

Company types

Type	Minimum capital	Liability	Best for
SL Sociedad de Responsabilidad Limitada	€1; while under €3,000, 20% of profits must go to a legal reserve and founders are jointly liable for the gap up to €3,000 if the company is wound up	Limited	Co-founder teams planning to raise investment
SA Sociedad Anónima	€60,000 (at least 25% paid in) Check the official source	Limited	Large companies or listing; heavy for an early startup
Autónomo / Sociedad civil Self-employed or civil partnership	None	Unlimited (personal)	Freelance work or testing an idea; not suited to investors

Registration, step by step

1
Agree on equity, roles and vestingAgree the split, roles and leaver terms, and sign a shareholders' agreement (pacto de socios) with vesting, drag/tag-along and IP clauses.Plataforma PYME: SL legal form
2
Choose the SL and reserve the nameGet a name availability certificate (certificación negativa) from the Registro Mercantil Central. Decide whether standard articles (CIRCE, fastest) fit you or you need custom articles (ordinary notary route).Ministry guide: SL creation (PDF)
3
Open a bank account and deposit the capitalDeposit the cash capital in an account in the company's name and get a bank certificate for the notary. All founders need an NIE/NIF, so foreign founders should get one first.PAE: SL formation infographic (PDF)
4
Sign the deed and register (CIRCE or notary)Fill in the DUE online form on the PAE portal (needs a digital certificate) and sign the public deed at the chosen notary. With CIRCE, the provisional NIF, tax form 600 and Registro Mercantil filing are done automatically.PAE / CIRCE: Create a company online
5
Register with the tax authority and Social SecurityFile form 036 with the AEAT for the census and VAT, and get the definitive NIF. Founder-directors with control are usually registered as self-employed (RETA) in Social Security.AEAT: Form 036 who must file
6
Apply for startup certification (optional)If you are innovative and scalable, apply to ENISA (free) for empresa emergente certification. It unlocks the 15% tax rate for longer, easier stock options and other benefits.ENISA: Startup certification
7
Register your trademarkFile a Spanish trademark with the OEPM, or an EU trademark with EUIPO for the whole EU.OEPM: Trademark fees (PDF)

Costs and time

Item	Amount
Name certificate from Registro Mercantil Central	about €15–25 Check the official source
CIRCE with standard articles and capital up to €3,100: notary + registry fixed fees	about €100–200 in total Check the official source
Ordinary route with custom articles (notary + registry + gestoría)	€600–1,500 Check the official source
Pacto de socios drafted by a lawyer	€800–3,000 Check the official source
OEPM trademark (online, first class, from April 2026)	about €128 + about €83 per extra class Check the official source

How long it takes: About 1–3 weeks via CIRCE with standard articles; 2–5 weeks via the ordinary notary route, depending on notary appointments and the provincial registry.

Taxes

Tax	Rate	Note
Corporate income tax (Impuesto sobre Sociedades)	25% general	Micro-companies (turnover under €1M) pay 19% on the first €50,000 and 21% on the rest in 2026
Reduced rate for new companies	15%	Applies to the first tax period with a positive tax base and the next one. ENISA-certified startups get 15% for the first positive year and the three following years
VAT (IVA)	21% standard; 10% and 4% reduced	No small-business threshold for SLs; you charge VAT from the first sale

Protect your name

TrademarkOEPM (Spanish Patent and Trademark Office) or EUIPO (whole EU)About €128 for the first class online + about €83 per extra class (OEPM); €850 for one class at EUIPO Check the official sourceTrademark office Trademark basics →

PatentOEPM, or the European Patent Office (Spain is not in the Unitary Patent system)Patent office Patent basics, and when not to bother →

Tips for co-founders

Every founder needs a Spanish tax ID (NIF/NIE) before signing at the notary. Foreign co-founders should apply weeks in advance.
The CIRCE route only works with standard articles. If you need custom share classes or transfer restrictions, use a notary and custom statutes.
Founder-directors who control the company usually pay the monthly self-employed (RETA) contribution, even with no salary. Budget for it.
A pacto de socios is a private contract that binds only those who sign it, so also write key clauses (pre-emption, leaver) into the estatutos.
ENISA certification is free and lasts 5 years (7 in some sectors). Apply soon after incorporation.

The co-founder agreement checklist →

Official links

General information, not legal or tax advice. Rules and fees change; always check the official source. Last checked: November 2026.

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