Setting up a limited company: how to form your SL or SLU

A limited company (SL, also called SRL or sociedad de responsabilidad limitada) is the most common legal structure for starting a business in Spain. Its essential feature is that the partners are liable for the company's debts with the capital contributed and not with their personal assets, subject to the exceptions established by law.

It can be set up by a single person, in which case it is called a sole shareholder limited company (SLU), or by several people, whether natural or legal persons. It is suitable for an autónomo (freelance professional) who wants to make the leap to a company, for partners starting a business together and for small and medium-sized enterprises. If there are several of you and you prefer to start without a notario or the Mercantile Registry, the lightweight alternative is the community of property, which has its own guide.

Opening an SL is not a single procedure: it is a chain of 8 steps, and each one produces the paperwork required for the next. You must decide the structure, reserve the name, contribute the capital, draft the articles of association, sign the deed, request the provisional NIF, register the company and set it up with Hacienda (the Spanish tax agency) and the Seguridad Social (the Spanish social security system). They are numbered below. Managora takes care of all of them for you.

The name is reserved by requesting the negative certificate of denomination from the Central Mercantile Registry (RMC), which is the document proving that the chosen name does not match another already registered one. Without this certificate, the notario cannot authorise the deed of incorporation, and the name on the deed must exactly match the certified one (article 413 of the Mercantile Registry Regulations).

It is advisable to indicate several name options in order of preference, because the RMC grants the first one that is available.

The certificate is valid for 3 months from its issuance to execute the deed (article 414 of the Mercantile Registry Regulations), and the name is reserved in your favour for 6 months (article 412). If it expires, a new one can be requested with the same name by providing the expired one. You can see the updated amount and entrust us with this step in the denomination certificate service page.

The minimum share capital of an SL is €1. This was established by Ley 18/2022 (the Spanish Business Creation and Growth Act), which amended article 4 of the Ley de Sociedades de Capital (the Spanish Capital Companies Act). Previously it was €3,000, a figure that almost everything you read out there still repeats. The capital is contributed when the company is incorporated and is stated in the deed.

As long as the capital does not reach €3,000, the law establishes 2 safeguards: a figure equal to at least 20% of the profit of each financial year must be allocated to the legal reserve until the sum of the reserve and capital reaches €3,000; and, in the event of liquidation, if the assets are insufficient, the partners are jointly and severally liable for the difference between €3,000 and the subscribed capital figure.

Therefore, incorporating with €1 is legal, but it is advisable to consider a capital appropriate to the activity. The cost of incorporation (notario, Registry and other expenses) does not depend on the capital: you can check the updated amount in the SL incorporation service page.

With the denomination certificate and the articles of association prepared, the company is incorporated by public deed before a notario. The deed states the partners, their contributions, the corporate purpose, the registered office, the administrative body and the articles of association (article 22 of the Ley de Sociedades de Capital). It also includes the identification of the beneficial owner, who is the natural person who owns or controls, directly or indirectly, more than 25% of the capital or voting rights.

Once the deed is signed, it is submitted for registration in the Mercantile Registry of the province of the registered office. The law gives a period of 2 months from the execution, and the founding partners and administrators are liable for any damages caused by the delay (article 32 of the Ley de Sociedades de Capital). With the registration, the company acquires full legal personality and its incorporation is published in the BORME.

Managora prepares the articles of association, coordinates the signing before a notario and processes the registration for you, without you having to find or manage each office on your own.

The company requests its NIF from the Tax Agency using form 036. First, a provisional NIF is requested, providing the partners' agreement of wills and the negative certificate of denomination. Once the company is registered, the definitive NIF is obtained.

The deadline for the definitive NIF is specific: the entity is obliged to provide the pending documentation within the month following registration in the Mercantile Registry. Therefore, it is not advisable to leave the file open.

In the same form 036, the census registration of the activity and the corresponding tax obligations (VAT, withholdings) are declared, and from 2025 the beneficial ownership of the company is also communicated, in a section that the form incorporated that year.

Yes. Every year the company must file its annual accounts in the Mercantile Registry: setting up the SL is not the end. It is a legal obligation whose non-compliance carries consequences.

The usual deadlines are as follows: the administrators formulate the accounts within the 3 months following the close of the financial year; the general meeting approves them within the first 6 months of each financial year (when the financial year coincides with the calendar year, before 30 June of the year following the close); and the accounts are filed in the Mercantile Registry within the month following their approval.

If 1 year passes from the close without filing the accounts, the Registry closes the company's sheet and almost all registrations are blocked, in addition to possible penalties. Managora prepares and submits the filing every year: you can check the details in the annual accounts filing service page.

To set up an SL in 2026 you need 7 things, and none is a serious obstacle: at least 1 partner, an available name, a minimum capital of €1, articles of association, a corporate purpose, a registered office in Spain and someone to administer it. No previous assets, experience, minimum turnover or being a resident are required.

The partner can be a natural or legal person, Spanish or foreign, and with a single partner the company is a sole shareholder company. The administrator can be one of the partners or an outsider, and must accept the position: the Registry does not register the appointment until it has proof of that acceptance. All parties involved need an identification number: DNI if they are Spanish, NIE (foreigner identity number) if they are foreign natural persons and an entity NIF if the partner is a company.

The corporate purpose describes what the company will do and from 2025 the activity is coded with the CNAE-2025. It is advisable to draft it somewhat broadly, because expanding it later requires modifying the articles of association. The registered office determines 2 practical things: the provincial Mercantile Registry that will register the company and the regional tax administration where the incorporation tax is settled.

Creating an SL involves 8 linked steps, and the order matters because each one produces the paperwork required for the next: without the denomination certificate the notario does not sign, without the deed there is no provisional NIF and without the registration there is no definitive NIF.

The first 4 steps are preparation and can be carried out in parallel. The last 4 depend on third parties: the notario, the Mercantile Registry, the Tax Agency and the General Treasury of the Seguridad Social. Below they are numbered, with what must be delivered in each one.

Managora goes through all 8 for you: you provide the data and sign once. You can see exactly what is included and how much it costs in the SL incorporation service page.

The so-called express incorporation is the online route of the CIRCE system: a single form, the Single Electronic Document (DUE), which is filled out at an Entrepreneur Attention Point and communicates at once with the notario, the Mercantile Registry, the Tax Agency and the Seguridad Social. The portal is PAE Electrónico, from the Ministry of Industry and Tourism.

What shortens it is not that it skips steps, but that they are linked and paperless: the name reservation, the appointment with the notario, the sending of the electronic copy of the deed to the Registry and the census registration happen without anyone having to take a document from one counter to another. When standardised model articles of association are used, the law also sets shortened registration deadlines for the Mercantile Registry (articles 15 and 16 of Ley 14/2013 (Spanish Law 14/2013)).

The trade-off of the model articles of association is that they are standard. If you need your own clauses, ancillary obligations, reinforced majorities or a custom share transfer regime, the deed is drafted to measure and part of the shortcut is lost. It is advisable to know this before choosing a route, because changing the articles of association later costs more than drafting them well the first time.

Ley 18/2022 incorporated the incorporation of limited companies entirely by electronic means into the CIRCE procedure itself, and the Ley de Sociedades de Capital regulates electronic models and cash contributions through electronic payment instruments since 2023 (articles 40 bis and 40 ter). Managora decides with you which route fits your case and processes it entirely: you can start it from the SL incorporation service page.

A sole shareholder limited company (SLU) is created exactly the same as an SL with several partners: the same denomination certificate, the same deed, the same Mercantile Registry and the same minimum capital of €1. The fundamental difference is that there is only 1 partner and that must be declared.

The sole shareholder status is stated in a public deed and registered in the Mercantile Registry, expressing the identity of the sole partner (article 13 of the Ley de Sociedades de Capital). While it lasts, the company must indicate its sole shareholder status in all its documentation, correspondence, order notes and invoices. It is not a decorative formality: it is the notice to whoever contracts with it.

The sole partner exercises the powers of the general meeting and their decisions are recorded in minutes (article 15). And there is a point that almost no one mentions and that causes the most trouble: contracts between the sole partner and their own company must be in writing, transcribed into a legalised registry book and referenced in the annual report. Otherwise, in the event of insolvency they are not enforceable against the insolvency estate, and for 2 years the sole partner is liable to the company for any advantages obtained at its expense (article 16).

There is also an SLU that is not created, but appears: supervening sole shareholder status, when a partner ends up buying all the shares. If this situation is not registered in the Mercantile Registry within the following 6 months, the sole partner is personally, unlimitedly, jointly and severally liable for the corporate debts contracted during the period of sole shareholder status (article 14). Once registered, they stop being liable for subsequent ones.

The short answer: the autónomo is liable for debts with all their assets and pays IRPF (personal income tax) on a progressive scale; the company is liable with its own and pays Corporate Income Tax at a fixed rate. Therefore, the leap usually pays off when the profit clearly stabilises above what you need to live on, or when the activity assumes risks that you do not want to take home.

It is not all about taxes. The company separates assets, allows partners to enter and leave without remaking the business, is sold as a unit and presents a better face to banks, investors and large clients. In return, it requires commercial accounting, annual accounts filed every year and a structure that must also be maintained in slow years.

The comparison below puts the 2 columns side by side. And a standard warning is necessary, because almost everything published is wrong about this: the 15% rate for newly created entities is not 'the first 2 years', but the first tax period in which the taxable base is positive and the following one, which can be the third and fourth if there are losses at the beginning. And administering your own company does not exempt you from contributing: the partner with effective control is registered in the RETA (special regime for self-employed workers) as a corporate autónomo, which has its own guide.

Yes. You do not need to be a resident or have Spanish nationality to open an SL in Spain, neither as a partner nor as an administrator. What you do need is a Spanish tax identification number: NIE if the partner or administrator is a foreign natural person, and a foreign entity NIF if the one entering as a partner is a company from abroad.

The foreign company that wants to be a partner must prove its existence and who represents it with documentation from its country, legalised or apostilled and translated. And if the partner cannot come to sign, the deed is executed by power of attorney, also apostilled and translated when signed outside Spain.

Beware of a common confusion: creating a new Spanish SL is not the same as opening a branch of a company that already exists in another country. If the parent company already exists and what you want is to operate here with it, what you need is the branch, which has its own guide. And if you are looking for how to open an SRL, it is exactly this same figure: in Spain SL and SRL are 2 abbreviations for the same thing.

Once the company is incorporated and registered, there are 4 procedures left that truly put it into operation: the definitive NIF, the census registration of the activity, the registration in the RETA of whoever is going to administer it and the company's digital certificate. Without them the company exists, but cannot operate normally.

The census registration is declared on form 036 before starting to invoice, with the activity heading and the corresponding tax obligations. The Economic Activities Tax is not paid during the first 2 tax periods of activity, nor afterwards as long as the net turnover is less than €1,000,000.

The partner who administers the company and has its effective control is registered in the RETA as a corporate autónomo, even if they are paid via payroll: the registration depends on their participation and the functions they exercise, and we expand on this in the corporate autónomo and RETA registration guide. The legal entity representative digital certificate is what allows the company to submit declarations, receive notifications and sign for itself, and it also has its own guide.

There is one tax procedure left that surprises many people: the incorporation of the company is exempt from the corporate operations modality of the ITP and AJD (article 45.I.B).11 of the consolidated text of the tax), but the Mercantile Registry requires proof that the settlement of the tax has been requested or carried out (article 32.2 of the Ley de Sociedades de Capital). It is submitted, not paid.

Setting up an SL costs the sum of 4 concepts, and none depends on the size of your company: the denomination certificate from the Central Mercantile Registry, the notario's fee for the deed, the registrar's fee for the registration and the fees of whoever processes it. Publication of the incorporation in the BORME carries no fee. The capital you contribute is not an expense: it stays inside the company and you use it to operate.

You have the fixed amount in the service page, which takes it from the catalogue and is kept updated. In the SL incorporation service page you will see the final price before contracting, and in the denomination certificate one the price of that step separately. We prefer to give you a figure that you can contract rather than a range that later changes.

Regarding the timeframe, the honest answer is that it depends on 2 things that whoever promises you a figure does not control: the notario's schedule and the registrar's assessment. What does shorten the process is arriving with everything prepared (name, articles of association, identifications and capital) and using the online route when the case allows it. What lengthens it is a denied denomination or a defect in the deed that forces a return to the Registry.