Constitución de Sociedad Limitada (SL) (incorporation of a limited liability company)

Constitución de Sociedad Limitada (SL) (incorporation of a limited liability 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. What we charge you: from €549.

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We handle the incorporation of your SL with a corporate lawyer. We identify which of the two routes suits you best, which are distinguished by the bylaws and not by the capital: Express via CIRCE and Documento Único Electrónico with standard bylaws (art. 15 of Ley 14/2013), or Ordinary notarial with bespoke bylaws (art. 16). The minimum capital is 1 € since Ley 18/2022, Crea y Crece, in either of the two. We validate the company name, CNAE corporate purpose, founding partners with their contributions and percentages, and the chosen administrative body.

Practical guide: Setting up a limited company: how to form your SL or SLU. Requirements, deadlines and the steps, explained.

Managora for Startups. From idea to company, without the friction.

What we charge you: from €549
Managora's fee: €549.00 (21% VAT incl.)
Tasa (official government fee): No tasa payable
Processing time: The Express route via CIRCE with standard bylaws is the fastest, and the Ordinary notarial route with bespoke bylaws is the slowest, because the actual deadline depends on the schedule of the notary and the Registro Mercantil of your province. We will give you an estimate once we review your case, not before.
Where it is filed: Punto de Atención al Emprendedor (PAE) / Notario / Registro Mercantil ↗
What you receive: Application

Cost breakdown: Our fee from 549,00 € (21% VAT incl.), excluding official fees. The fee depends on the complexity of the incorporation, not on the capital: Simple Incorporation 549 €, with standard CIRCE bylaws, cash contributions and individual partners with a DNI or NIE; Medium Incorporation 784 €, when it involves bespoke bylaws, a board of directors or four or more partners; and Complex Incorporation 1.258 €, when any partner is a company, any partner does not have a Spanish DNI or NIE, or there are non-cash contributions. The level is decided by your answers, not by you, and you will see the exact amount before paying. Apart from this, there are the notary deed (from around 150 euros), registration in the Registro Mercantil (from around 100 euros), BORME fees and, if applicable, AJD tax on operations..

Constitución de Sociedad Limitada (SL) (incorporation of a limited liability company): how is it filed?

1Answer the chat questions (around 15 minutes) about company name, purpose, capital, partners and administrative body.
2We determine the route (Express, Ordinary or Emprendedor) and validate the data. We detect frequent errors (percentages that do not add up to 100, inconsistent contributions, unspecified CNAE).
3Payment of our fee according to the complexity of your incorporation: 549,00 €, 784,00 € or 1.258,00 € (21% VAT incl.). This is calculated from your answers and you will see the exact amount before paying.
4Signing of the mandate from your mobile phone.
5The corporate lawyer prepares the documentation: if Express, the DUE is filled out and CIRCE assigns a notary. If Ordinary, bespoke bylaws are drafted and an appointment is made with the chosen notary.
6You receive the signed public deed, provisional NIF, registration in the RM, AEAT registration (036) and all documents. The company becomes operational.

Which documents do you need?

•Valid DNI / NIE of each founding partner.
•If partners are legal entities: incorporation deed and CIF.
•If cash contributions: bank certificate of capital deposit in an account under the name of the company in formation.
•Proof of registered office: lease agreement or authorization of use.
•DNI of the administrator(s) and acceptance of the position.

Prerequisites we also handle for you

This procedure may require documents that we also obtain. If your case needs one and you do not have it, ask us for it here and come back once you have it:

Poder notarial (notarial power of attorney: general, special or preventive)€180

Legal basis and things to bear in mind

Share capital: Ley 18/2022 (Crea y Crece) lowered the minimum to 1 € by modifying art. 4 LSC for ALL limited companies. It does NOT create any new company type or any regime called "SL Emprendedor": that figure does not exist. What it did do was ABOLISH art. 4 bis (successive formation limited company) and REPEAL Title XII (new enterprise company), which were the regimes that did have their own name. The "Emprendedor de Responsabilidad Limitada" of art. 7 of Ley 14/2013 is an INDIVIDUAL, not a company: do not confuse them.
As long as the capital does not reach 3.000 € the two rules of art. 4.1 LSC apply, and they are equally valid via the express route as via the notary route. First: allocate to the legal reserve at least 20 % of the profit of each financial year until the reserve and capital add up to 3.000 €. Second: in the event of liquidation, voluntary or forced, if the assets are not sufficient to pay the company debts, the partners are JOINTLY AND SEVERALLY liable for the difference between 3.000 € and the subscribed capital. Outside of liquidation there is no added personal liability: saying it without this nuance is unnecessarily alarming.
Standard bylaws (CIRCE): fast but do not allow for customized clauses. If there are several partners with special agreements (anti-dilution, pre-emptive rights, transfer restrictions, administrator protection), use bespoke bylaws. CONTRIBUTING ASSETS INSTEAD OF MONEY (tools, mobile phones, a van) DOES NOT rule out standard bylaws or the express route: the official standard bylaws model does not mention the contributions, which go in the deed, and the DUE form has a box to describe the asset and its value. What changes is that a valuation document must be brought to the notary and that it takes us more work, which is why our fee goes up a tier. What DOES rule out standard bylaws is having a legal entity act as administrator; and what raises the notary/registry tariff from 60/40 € to 150/100 € is not using standard bylaws or exceeding 3.100 € of capital, never the nature of the contribution.
Sole-shareholder company (1 partner): it must be stated in the name ("S.L.U.") and the sole-shareholder status is registered in the RM. There are specific obligations for transactions between the partner and the company.
After incorporation: registration with AEAT (Modelo 036), opening of the definitive bank account, registration with the Seguridad Social if you are going to hire employees, and possible registration of the administrators in RETA if they have effective control.
Estimated total cost: ~600 € (Express) to ~1.100 € (Ordinary), including RMC, notary, Provincial RM and AEAT. Our fee with the corporate lawyer until the company is operational is separate and you will see its exact amount before paying.
After incorporation, related cluster: annual filing of annual accounts (single RM form), Modelo 200/202 IS, Modelo 232 related-party transactions, amendment of bylaws, capital increase/reduction, etc.

Constitución de Sociedad Limitada (SL) (incorporation of a limited liability company): frequently asked questions

Constitución de Sociedad Limitada (SL) (incorporation of a limited liability company): how much does it cost?

We charge you from €549: our fee plus, where applicable, the fixed official tasa we advance. Our fee from 549,00 € (21% VAT incl.), excluding official fees. The fee depends on the complexity of the incorporation, not on the capital: Simple Incorporation 549 €, with standard CIRCE bylaws, cash contributions and individual partners with a DNI or NIE; Medium Incorporation 784 €, when it involves bespoke bylaws, a board of directors or four or more partners; and Complex Incorporation 1.258 €, when any partner is a company, any partner does not have a Spanish DNI or NIE, or there are non-cash contributions. The level is decided by your answers, not by you, and you will see the exact amount before paying. Apart from this, there are the notary deed (from around 150 euros), registration in the Registro Mercantil (from around 100 euros), BORME fees and, if applicable, AJD tax on operations.. Managora's fee is €549.00, 21% VAT included (€453.72 net + €95.28 VAT). This procedure carries no official tasa.

Constitución de Sociedad Limitada (SL) (incorporation of a limited liability company): how long does it take?

The Express route via CIRCE with standard bylaws is the fastest, and the Ordinary notarial route with bespoke bylaws is the slowest, because the actual deadline depends on the schedule of the notary and the Registro Mercantil of your province. We will give you an estimate once we review your case, not before.

Constitución de Sociedad Limitada (SL) (incorporation of a limited liability company): which documents do I need?

You need to have to hand: Valid DNI / NIE of each founding partner., If partners are legal entities: incorporation deed and CIF., If cash contributions: bank certificate of capital deposit in an account under the name of the company in formation., Proof of registered office: lease agreement or authorization of use., DNI of the administrator(s) and acceptance of the position.. 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 ↗.

Managora Gestion SL (company number B88823893) is a private company. We are not Punto de Atención al Emprendedor (PAE) / Notario / Registro Mercantil, we are not affiliated with, authorised or endorsed by any public authority, and this website is not an official government portal. What you pay on this page is our fee for preparing, signing and filing the procedure on your behalf: it is separate from the official tasa, which where applicable belongs to the authority and is shown to you separately. You can carry out this procedure yourself, directly with Punto de Atención al Emprendedor (PAE) / Notario / Registro Mercantil.

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