How to Set Up a Sociedad Limitada (SL) in Spain: Steps, Capital and Accounts

The sociedad de responsabilidad limitada (SL or SRL) is the most common legal form for starting a business in Spain. Its essential feature is that the partners answer for the company's debts with the capital they have contributed and not with their personal assets, apart from the exceptions the law sets out.

It can be set up by one person alone (SL unipersonal, a single member company) or by several, whether individuals or legal entities. It fits autónomos who want to step up to a company, partners going into business together, and small and medium sized businesses.

The full process has 5 milestones: reserve the name, contribute the capital, sign the deed before a notario, register the company at the Registro Mercantil and obtain the NIF. Managora takes care of all of them for you.

The first step is to reserve the company name. You apply to the Registro Mercantil Central (RMC), the central Companies Register, which issues the certificación negativa de denominación: a document certifying that the name you have chosen does not match one already registered.

It is worth giving several name options in order of preference, because the RMC grants the first one that is free. Without this certificate the notario cannot authorise the deed of incorporation.

The certificate is valid for 3 months for the purpose of signing the deed and reserves the name in your favour for 6 months. If it expires, you apply again. You can see the current price and ask us to handle this step on our certificación de denominación page.

Since Ley 18/2022, on business creation and growth (the Ley Crea y Crece, the Spanish business creation and growth act), the minimum share capital of an SL is €1. It used to be €3,000. The capital is contributed when the company is set up and is stated in the deed.

While the capital is below €3,000, the law imposes two safeguards: an amount equal to at least 20% of each financial year's profit must go to the legal reserve until reserve plus capital reach €3,000; and, on winding up, if the assets are insufficient, the partners are jointly and severally liable for the difference between €3,000 and the subscribed capital figure.

So setting up with €1 is legal, but it is worth weighing up a capital figure that matches the activity. The cost of incorporation (notaría fees, Registro fees and other costs) does not depend on the capital: you can check the current price on our SL incorporation page.

With the name certificate and the articles of association ready, the company is incorporated by public deed before a notario. The deed states the partners, their contributions, the company objects, the registered address, the management body and the articles of association.

Once the deed is signed, it is submitted for registration at the Registro Mercantil for the province of the registered address. On registration the company acquires full legal personality and its incorporation is published in the BORME, the official companies gazette.

Managora drafts the articles of association, coordinates the signing before the notario and handles the registration for you, so you do not have to find or deal with each office yourself.

The company needs a número de identificación fiscal (NIF), its tax number. First you apply for a provisional NIF from the Agencia Tributaria (AEAT, commonly called Hacienda, the Spanish tax authority) using modelo 036, providing the incorporation agreement and the name certificate. Once the company is registered, you obtain the definitive NIF.

There is a deadline for completing the paperwork for the definitive NIF after incorporation, so it is best not to leave the matter open.

A good part of the process can be done online through the CIRCE system and the Documento Único Electrónico (DUE), the single electronic form, filed at a Punto de Atención al Emprendedor (PAE), an entrepreneur support office. The DUE brings together in one single form the notifications to the notaría, the Registro Mercantil, the Agencia Tributaria and the Seguridad Social (the Spanish state social security system), which shortens timescales considerably. Managora handles this route for you: you can start it from our SL incorporation page.

Setting up the SL is not the end of it. Every year the company must file its annual accounts at the Registro Mercantil. It is a legal obligation and failing to comply carries consequences.

The usual deadlines are these: the directors draw up the accounts within the 3 months following the financial year end; the general meeting approves them within the first 6 months of each financial year (where the financial year matches the calendar year, before 30 June of the year after the year end); and the accounts are filed at the Registro Mercantil within the month following approval.

If 1 year goes by from the year end without the accounts being filed, the Register closes the company's file and almost all entries are blocked, on top of possible penalties. Managora prepares and files the accounts every year: you can see the detail on our annual accounts filing page.