How to Set Up a Limited Company (SL) in Spain in 2026: Steps, Costs, and the 1-Euro Capital Reform

How to Set Up a Limited Company (SL) in Spain

The Sociedad de Responsabilidad Limitada (SL) remains Spain's most popular corporate form, accounting for over 98% of new company registrations. Since Royal Decree-Law 19/2022 transposed EU Directive 2019/1151, the minimum share capital has dropped from EUR 3,000 to just 1 euro, making incorporation more accessible than ever.

This guide covers the full process under 2026 rules, real costs, and the CIRCE fast-track option.

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## Legal Framework

The SL is governed by the Texto Refundido de la Ley de Sociedades de Capital (TRLSC), Royal Legislative Decree 1/2010, as amended by:

- RDL 19/2022: EUR 1 minimum capital, mandatory electronic incorporation, accelerated timelines.

- Commercial Registry Regulations (RD 1784/1996).

- RDL 5/2023: Digital process modernization.

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## Step 1: Company Name Reservation

The Registro Mercantil Central (RMC) issues a negative name certificate confirming the chosen name is available. You may propose up to 5 alternatives. Cost: EUR 13.52. Processing: 24-48 hours online. Validity: 6 months (renewable for 3 more).

## Step 2: Share Capital Deposit

Under the new Art. 4 bis TRLSC, you can incorporate with as little as EUR 1. However, until capital reaches EUR 3,000:

- Enhanced legal reserve: At least 20% of annual profit must go to reserves (vs. the standard 10%).

- Joint liability: In liquidation, shareholders are jointly liable for the gap between actual capital and EUR 3,000.

Most advisors still recommend EUR 3,000 to avoid the joint liability trap.

### Process

1. Open a bank account in the name of the "company being formed."

2. Deposit the subscribed capital.

3. Obtain a bank certificate of deposit.

## Step 3: Draft Articles of Association

Minimum content per Art. 23 TRLSC: company name, corporate purpose, registered office, share capital details, management structure, and decisión-making procedures. Recommended additions include share transfer restrictions (Art. 107 TRLSC), drag-along/tag-along clauses, and arbitration provisions.

## Step 4: Public Deed Before a Notary

Present all shareholder IDs, the RMC name certificate, bank deposit certificate, and the articles of association. Notary fees range from EUR 150 to 250 for a standard EUR 3,000 capital SL.

## Step 5: Tax ID (NIF) and Census Registration

File Form 036 with the AEAT to obtain a provisional NIF (valid 6 months). Select the applicable IAE business activity code and VAT regime.

## Step 6: Commercial Registry Filing

The company only gains legal personality upon registration (Art. 33 TRLSC). Submit the first copy of the public deed and the Form 600 self-assessment (exempt since 2010 for incorporations but still required). Registry fee: EUR 100-200. Under RDL 19/2022, the Registry must resolve within 5 business days when standard-form articles are used.

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### How Much Does It Cost?

| Item | Approximate Cost |

|---|---|

| RMC name certificate | EUR 13.52 |

| Notary (public deed) | EUR 150-250 |

| Commercial Registry | EUR 100-200 |

| Lawyer/advisor fees | EUR 200-500 |

| Share capital deposited | EUR 1-3,000 |

| Total (excluding capital) | EUR 450-960 |

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### CIRCE Fast-Track

The Centro de Información y Red de Creación de Empresas allows electronic SL formation through Puntos de Atención al Emprendedor (PAE) using standard-form articles. Theoretical turnaround: 48-72 hours. Limitation: no custom clauses or complex shareholder agreements.

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### Common Mistakes

1. Incorporating with EUR 1 without understanding Art. 4 bis.2 TRLSC: joint liability can surprise shareholders.

2. Neglecting a shareholders' agreement: articles of association are public; sensitive terms belong in a separate parasocial pact.

3. Overly broad or narrow corporate purpose: causes friction with the tax authority.

4. Forgetting Social Security registration: mandatory if the director works in the company (RETA).

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