ManagoraMANAGORA
ESEN

Incorporation of a Sociedad Limitada (SL, Spanish private limited company)

Incorporation of a Sociedad Limitada (SL, Spanish private limited company) is filed with Punto de Atención al Emprendedor (PAE) / Notario / Registro Mercantil. With Managora you do it 100% online: you answer a few questions, sign a digital mandato (power of representation) and we draft, sign and file your application for you. Estimated total cost: from €302.

Start this procedure →See all procedures

We handle the incorporation of your SL with our commercial lawyer. We work out which of the two routes suits you; what separates them is the articles of association, not the capital: the Express route through CIRCE and the Documento Único Electrónico (single electronic document) with standard model articles (art. 15 of Ley 14/2013), or the ordinary notarial route with bespoke articles (art. 16). The minimum capital is 1 € under Ley 18/2022, Crea y Crece, on either route. We validate the company name, the CNAE business purpose, the founding shareholders with their contributions and percentages, and the chosen management body.

Practical guide: How to Set Up a Sociedad Limitada (SL) in Spain: Steps, Capital and Accounts. Requirements, deadlines and the steps, explained.

What we charge you
from €302
Managora's fee
€302.00 (21% VAT incl.)
Tasa (official government fee)
No tasa payable
Processing time
The Express route through CIRCE with standard model articles is the quicker one, and the ordinary notarial route with bespoke articles the slower, because the real timescale depends on the notary's diary and on the Registro Mercantil (Commercial Registry) of your province. We give you an estimate once we have your case in front of us, not before.
Where it is filed
Punto de Atención al Emprendedor (PAE) / Notario / Registro Mercantil ↗
What you receive
Application

Cost breakdown: Our fee from €302.00 (21% VAT incl.), no official fee. The fee depends on how complex the incorporation is, not on the capital: Constitución Sencilla (simple incorporation) €302, with CIRCE standard model articles, cash contributions and individual shareholders holding a DNI or NIE; Constitución Media (medium incorporation) €499, where you need bespoke articles, a board of directors or there are four or more shareholders; and Constitución Compleja (complex incorporation) €800, where a shareholder is a company, a shareholder holds no Spanish DNI or NIE, or there are non-cash contributions. Your answers decide the level, not you, and you will see the exact amount before you pay. On top of our fee go the notarial deed (from around 150 euros), registration at the Registro Mercantil (Commercial Registry, from around 100 euros), BORME fees and, where applicable, AJD stamp duty on the transactions..

Incorporation of a Sociedad Limitada (SL, Spanish private limited company): how is it filed?

  1. 1Answer the chat questions (~15 minutes) about the company name, purpose, capital, shareholders and management body.
  2. 2We determine the route (Express or ordinary) and validate the data. We catch the usual mistakes (percentages that do not add up to 100, inconsistent contributions, CNAE not specified).
  3. 3Payment of the fee matching the complexity of your incorporation: €302.00, €499.00 or €800.00 (21% VAT incl.). We work it out from your answers and you see it exactly before you pay.
  4. 4Sign the mandate from your phone.
  5. 5Our commercial lawyer prepares the documentation: if Express, the DUE is completed and CIRCE assigns a notary. If Ordinary, bespoke articles are drafted and an appointment is booked with the chosen notary.
  6. 6You receive the signed public deed, provisional NIF, registration at the Registro Mercantil, AEAT (Spanish Tax Agency) registration (modelo 036) and all the documents. The company is up and running.

Which documents do you need?

  • •Certificación negativa de denominación (name-availability certificate) from the Registro Mercantil Central (we apply for it online).
  • •Valid DNI / NIE of each founding shareholder.
  • •If any shareholder is a legal entity: its deed of incorporation and CIF (company tax ID).
  • •If contributions are in cash: bank certificate showing the capital paid into an account in the name of the company in formation.
  • •If contributions are in kind: valuation document for the assets contributed.
  • •Proof of the registered office: nota simple (Land Registry extract), lease agreement or authorisation of use.
  • •DNI of the director(s) and acceptance of office.

Prerequisites we also handle for you

This procedure needs documents that we also obtain. If you are missing any, ask us for it here and come back once you have it:

And whatever a third party provides, we arrange it

  • Valuation or expert's report

You do not have to look for anyone: we coordinate it. As it is provided by a third party it is quoted separately and does not go inside the price of this procedure, and we tell you the amount before ordering it.

Legal basis and things to bear in mind

  • Share capital: Ley 18/2022 (Crea y Crece) cut the minimum to 1 € by amending art. 4 LSC for ALL sociedades limitadas. It creates NO new company type and no regime called "SL Emprendedor": that figure does not exist. What it did do was DELETE art. 4 bis (the sociedad limitada de formación sucesiva, a company building up its capital over time) and REPEAL title XII (the sociedad nueva empresa, the new enterprise company), which were the regimes that did have names of their own. The "Emprendedor de Responsabilidad Limitada" (limited liability entrepreneur) of art. 7 of Ley 14/2013 is a NATURAL PERSON, not a company: do not confuse the two.
  • While the capital is below 3.000 €, the two rules of art. 4.1 LSC apply, and they apply equally on the express route and on the notarial one. First: at least 20 % of each year's profit must go to the legal reserve until reserve and capital together reach 3.000 €. Second: on liquidation, whether voluntary or forced, if the assets are not enough to pay the company's debts, the shareholders are JOINTLY AND SEVERALLY liable for the difference between 3.000 € and the subscribed capital. Outside liquidation there is no added personal liability: saying it without that qualification frightens people more than it should.
  • Standard model articles (CIRCE): fast, but they do not allow bespoke clauses. If there are several shareholders with special arrangements (anti-dilution, pre-emption rights, transfer restrictions, entrenchment of the director), use bespoke articles.
  • Single-member company (1 shareholder): it must appear in the company name ("S.L.U.") and single-member status is recorded at the Registro Mercantil. There are specific obligations for related-party transactions between shareholder and company.
  • After incorporation: registration with AEAT (modelo 036), opening of the definitive bank account, registration with the Seguridad Social (Social Security) if you are going to hire employees, and possible registration of the directors under RETA (self-employed Social Security scheme) if they have effective control.
  • Estimated total cost: ~600 € (Express) to ~1.100 € (Ordinary), including RMC, notary, provincial Registro Mercantil and AEAT. Our own fee for handling the matter with our commercial lawyer until the company is operational is charged separately, and you see the exact amount before you pay.
  • After incorporation, related matters: the annual filing of the annual accounts (single form at the Registro Mercantil), modelo 200/202 corporate income tax, modelo 232 related-party transactions, amendment of the articles, capital increases/reductions, and so on.

Incorporation of a Sociedad Limitada (SL, Spanish private limited company): frequently asked questions

Incorporation of a Sociedad Limitada (SL, Spanish private limited company): how much does it cost?

We charge you from €302: our fee plus, where applicable, the fixed official tasa we advance. Our fee from €302.00 (21% VAT incl.), no official fee. The fee depends on how complex the incorporation is, not on the capital: Constitución Sencilla (simple incorporation) €302, with CIRCE standard model articles, cash contributions and individual shareholders holding a DNI or NIE; Constitución Media (medium incorporation) €499, where you need bespoke articles, a board of directors or there are four or more shareholders; and Constitución Compleja (complex incorporation) €800, where a shareholder is a company, a shareholder holds no Spanish DNI or NIE, or there are non-cash contributions. Your answers decide the level, not you, and you will see the exact amount before you pay. On top of our fee go the notarial deed (from around 150 euros), registration at the Registro Mercantil (Commercial Registry, from around 100 euros), BORME fees and, where applicable, AJD stamp duty on the transactions.. Managora's fee is €302.00, 21% VAT included (€249.59 net + €52.41 VAT). This procedure carries no official tasa.

Incorporation of a Sociedad Limitada (SL, Spanish private limited company): how long does it take?

The Express route through CIRCE with standard model articles is the quicker one, and the ordinary notarial route with bespoke articles the slower, because the real timescale depends on the notary's diary and on the Registro Mercantil (Commercial Registry) of your province. We give you an estimate once we have your case in front of us, not before.

Incorporation of a Sociedad Limitada (SL, Spanish private limited company): which documents do I need?

You need to have to hand: Certificación negativa de denominación (name-availability certificate) from the Registro Mercantil Central (we apply for it online)., Valid DNI / NIE of each founding shareholder., If any shareholder is a legal entity: its deed of incorporation and CIF (company tax ID)., If contributions are in cash: bank certificate showing the capital paid into an account in the name of the company in formation., If contributions are in kind: valuation document for the assets contributed., Proof of the registered office: nota simple (Land Registry extract), lease agreement or authorisation of use., DNI of the director(s) and acceptance of office.. You do not upload them here: we collect the details through the guided chat.

Who files the procedure?

Managora files it in your name with Punto de Atención al Emprendedor (PAE) / Notario / Registro Mercantil. You only provide the details through the chat and sign a mandato (power of representation); we prepare, sign and register it.

Can it be done online?

Yes. The whole process is online: you answer a few questions in the guided chat, sign a simple mandato on screen and receive the receipt and the official documents by email, with full legal validity.

Related procedures

Based on the legislation in force and on the official site of the competent authority: Punto de Atención al Emprendedor (PAE) / Notario / Registro Mercantil ↗.

Shall we get started with «Incorporation of a Sociedad Limitada (SL, Spanish private limited company)»?

We file it for you, from start to finish.

Start now →