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You can set up a company in Spain as a foreigner without living here: there is no nationality or residency requirement for the partners of a Spanish limited company (SL), and in most cases the whole process can be handled remotely through a lawyer. What trips up international founders is not the law itself but the order of the steps — a tax number you need before the notary, a bank deposit you need before the deed, and a registry deadline that can invalidate the paperwork if you miss it.
This guide walks through the process in the order you will actually experience it, using the 2026 rules: from the NIE and the company name to the notary deed, the Mercantile Registry, beneficial ownership, the corporate tax rates that now apply, and what forming a company does — and does not — do for your residency.
For most foreign founders the answer is the Sociedad Limitada (SL): limited liability, flexible rules and the lowest capital requirement. A Sociedad Anónima (SA) requires €60,000 of share capital and suits larger or listed businesses, and registering as an autónomo means no separate legal entity and unlimited personal liability. A foreign company can also open a branch (sucursal) in Spain, but that is a different route with different obligations. The rest of this guide focuses on the SL, which is what the vast majority of international founders use.
Every foreign partner and every administrator needs a Spanish tax identification number: the NIE for individuals, or a NIF obtained through form 036 for a foreign company acting as a partner, together with apostilled and sworn-translated corporate documents. If you cannot be in Spain, the NIE can be requested through a Spanish consulate or by a representative holding a notarised power of attorney with an apostille.
The second prerequisite is the negative name certificate from the Central Mercantile Registry, which confirms that no other company already uses your chosen name. The certificate is valid for three months and the name stays reserved for six, so the notary deed has to be signed inside that window. This is not a technicality: in a resolution published in the BOE in April 2026, the Directorate-General for Legal Security and Public Faith confirmed that a registrar can refuse to register an SL when the certificate in the deed has expired.
The traditional minimum capital for an SL is €3,000, fully paid at incorporation. Since the Ley Crea y Crece (Law 18/2022), an SL can technically be formed with as little as €1, but the lower figure comes with two strings attached: 20% of profits must go to the legal reserve until the company reaches €3,000, and if the company is liquidated without enough assets, the partners are jointly liable for the difference between €3,000 and the capital they actually subscribed. For a serious business, starting with a very low capital also tends to raise questions with banks and counterparties.
The capital has to be deposited in a Spanish bank account in the company's name and the bank issues a certificate for the notary. For foreign founders this is frequently the slowest step: banks run their own identity and anti-money-laundering checks on top of the legal process, and may ask for apostilled documents, sworn translations or proof of the origin of funds. Start the bank conversation early, in parallel with the NIE.
With the name certificate, the capital deposit and the NIEs in place, all partners sign the public deed (escritura) before a Spanish notary — in person, or through a representative with an apostilled power of attorney. The deed contains the company's articles of association and appoints the administrators. It is then registered at the Mercantile Registry, and only from that moment does the company exist as a legal entity.
The tax side runs alongside: the company obtains a provisional NIF before it operates, and exchanges it for the definitive NIF after registration. Incorporation itself is exempt from transfer tax and stamp duty, but a model 600 filing is still submitted. Typical costs are modest — roughly €150-€600 for the notary, €40-€200 for the registry and about €17 for the name certificate, plus advisory fees. Using the online incorporation route with a standard set of articles, which the Ley Crea y Crece promotes, usually reduces both time and cost.
Because the partners are foreign investors, the investment is also reported to Spain's Foreign Investment Registry. When a Spanish notary takes part in the transaction, the notary normally handles it for you; and in certain strategic sectors, prior government authorisation can be required.
An administrator of a Spanish SL does not need to be a Spanish resident, and the Tax Agency has confirmed (consultation V0787-25) that a Spanish company with a non-resident administrator remains a Spanish tax resident company. Every administrator does need an NIE.
If the partner-administrator lives and works in Spain, registration as an autónomo (RETA) is generally mandatory, and in 2026 corporate partners pay a higher minimum base — roughly €448 a month in contributions — whether or not the company is yet profitable. Non-resident administrators are in a different position, so this point should be checked case by case before signing.
Every new company must also declare its beneficial owners — anyone controlling more than 25% of the capital or votes — to the Central Registry of Beneficial Owners created by Royal Decree 609/2023. For a new company the deadline is one month from registration, and the declaration is repeated with each annual accounts filing. Failing to keep it up to date can block the company's entries at the Mercantile Registry, even when the accounts were filed on time.
The general Corporate Tax rate in 2026 is 25%. Newly created companies pay a reduced 15% in their first profitable years; small businesses with turnover under €1 million pay 19% on the first €50,000 of profit and 21% on the rest in 2026; and companies meeting the reduced-size requirements pay 23%.
Invoicing is changing too. Under Royal Decree-law 15/2025, companies subject to Corporate Tax must use Verifactu-compliant invoicing software from 1 January 2027, and other taxpayers from 1 July 2027 — so any new company should choose its accounting software with that in mind from day one. Beyond that, the company will have recurring obligations: VAT and Corporate Tax returns, annual accounts filing and the beneficial ownership declaration above.
No. Forming a company, on its own, does not grant a residence permit. The route designed for founders is the entrepreneur residence under the Startups Law (Law 28/2022): the business plan is assessed by ENISA, and the project has to be genuinely innovative and of economic interest for Spain — a job-creation, technology-transfer or investment case, not just a registered company. Spain's residency-by-investment programme (the "Golden Visa") was abolished on 3 April 2025 under Organic Law 1/2025, so it is no longer an alternative either.
If residency is part of your plan, it should be designed alongside the company from the start rather than discovered afterwards, because the choice of visa route affects how the business has to be structured.
Do I need to live in Spain to set up a company?
No. Partners and administrators of an SL do not need to be Spanish residents, but each needs an NIE, and the company must have a registered address in Spain.
How long does it take?
The legal steps themselves can be quick, particularly through the online route, but the real timeline is set by the slowest dependency: the NIE, the bank account and any apostilled documents for founders abroad. Plan on a few weeks to set up a company in Spain smoothly with foreign partners, rather than a few days.
Can I be the only partner?
Yes. A single-member SL (sociedad unipersonal) is allowed; the sole-partner status has to be stated in the deed and registered.
The mistakes that cost foreign founders time and money when they set up a company in Spain — an expired name certificate, a deed signed before the bank deposit, a missed beneficial ownership filing — are all avoidable with the steps in the right order. At Sánchez Solicitors we handle the full process for foreign founders: name certificate, NIE, bank coordination, notary deed, registry, tax registration and beneficial ownership declaration, so the company is operational without you having to manage each office yourself.
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