Written by the US GO EU corporate formation team, in consultation with Spanish-licensed attorneys and gestores · Last updated July 2026
25%
Standard corporate income tax (IS) rate; new companies benefit from a reduced 15% rate for the first two profitable fiscal years — one of the EU's most explicit startup incentives
47M
Spanish consumers — the EU's fourth-largest domestic market; Spain also attracts over 80 million tourists annually, creating major opportunities in hospitality, retail, and services
NIE
Número de Identificación de Extranjero — mandatory tax identification number required by every foreign shareholder and director before company registration can proceed
Why Americans Register Companies in Spain
Spain's commercial appeal rests on scale, culture, and lifestyle in a combination few EU jurisdictions can match. As the EU's fourth-largest economy, Spain provides access to a large and sophisticated domestic consumer base with a mature retail, services, and industrial infrastructure. Madrid — the financial capital — hosts the headquarters of Spain's major banks (Santander, BBVA, CaixaBank), multinationals, and a growing professional services community. Barcelona — Spain's second city and Mediterranean capital — is home to one of Europe's most vibrant startup ecosystems, with major tech accelerators, international venture capital presence, and a reputation as Southern Europe's most internationally oriented business city.
For American entrepreneurs, Spain offers a distinctive combination: the Beckham Law (Ley Beckham — now formalised as the Startup Law's inpatriate regime) provides a flat 24% personal income tax rate for qualifying foreign professionals who move to Spain, dramatically reducing the personal tax burden compared to Spain's standard progressive income tax rates that reach 47% at the top bracket. Spain's 2023 Startup Law (Ley de Startups) additionally introduced a reduced 15% corporate tax rate for new companies in the first two profitable years, stock option tax improvements, and streamlined procedures for digital nomad visas and investor residency.
Business StructuresWhich Entity Type Is Right for You?
The SL (Sociedad de Responsabilidad Limitada) — Spain's limited liability company — is the clear and standard choice for foreign entrepreneurs and American business owners. It requires a minimum share capital of €3,000 (fully subscribed and 100% paid up at registration since 2023's SL reform). The Escritura de Constitución (notarial deed of incorporation) is mandatory.
Most Popular★ Recommended
Limited Liability Company
SL — Sociedad de Responsabilidad Limitada
The standard structure for SMEs and foreign entrepreneurs. Liability limited to contributed capital. Minimum share capital of €3,000 — fully subscribed and 100% paid up before registration as of 2023 reform (previously 25% paid up). Mandatory notarization of the Escritura de Constitución. Registered with the Registro Mercantil (Mercantile Registry). Eligible for Spain's 15% reduced IS rate for the first two profitable fiscal years.
Larger Businesses
Public Limited Company
SA — Sociedad Anónima
For larger businesses seeking institutional investment or a listing on Spain's stock exchanges (Bolsas de Madrid, Barcelona, Bilbao, Valencia — unified under BME). Requires minimum share capital of €60,000 (25% paid up at formation). Mandatory board of directors (consejo de administración) and statutory auditor. Not suitable for most initial foreign registrations — the SL is the appropriate structure for the vast majority of American-owned businesses in Spain.
Sole Traders
Self-Employed / Sole Trader
Autónomo
For individuals operating independently. The autónomo is a Spanish-specific sole trader registration — not a limited liability structure. Autónomos bear unlimited personal liability and pay social security contributions (cuotas de autónomos) from the first day of activity. The minimum monthly cuota has been reformed — a tariff plana (flat rate) is available for first-year autónomos. Generally only practical for Spain-resident individuals; the SL provides limited liability and does not require residency.
Startups
Startup Law Entity (SL + Startup Status)
SL with Ley de Startups designation
Spain's 2023 Ley de Startups (Ley 28/2022) created a formal startup status for qualifying innovative companies — unlocking a 15% IS rate (rather than 25%), stock option tax improvements, administrative simplifications, and access to Spain's Digital Nomad Visa and international talent attraction regime. A qualifying SL that is less than 5 years old (7 for biotech), generates less than €10M in revenue, has not distributed dividends, and engages in innovative activity can apply for startup status through ENISA (Empresa Nacional de Innovación).
Spain's Corporate Tax — IS, Beckham Law, and the Startup Rate
Spain's corporate income tax (IS — Impuesto sobre Sociedades) has a standard rate of 25%. New companies benefit from a reduced 15% rate for the first two profitable fiscal years — a meaningful incentive for startups and early-stage businesses. Separately, since 2025 a phased reduced rate also applies to SMEs with turnover below €10 million, regardless of startup status — approximately 23-24% in 2026, on a schedule stepping down toward 20% by 2028-2029. Spain's Beckham Law personal tax regime — formally the inpatriate worker regime under the Startup Law — provides a flat 24% personal income tax rate for qualifying foreign professionals who become Spanish tax residents, dramatically below Spain's standard progressive rates.
Spanish Corporate Tax — IS, Startup Rate, and Key Personal Regime
Spain Tax Framework
25%
IS (Impuesto sobre Sociedades) — standard corporate income tax rate on all taxable profit for established companies
~23-24%
Phased SME rate for companies with turnover below €10 million (introduced 2025, stepping down toward 20% by 2028-2029) — applies regardless of startup certification
15%
Reduced IS rate for new companies — applies for the first two profitable fiscal years; qualifying companies under the Startup Law also pay 15% for up to 4 years
21%
Standard IVA (Impuesto sobre el Valor Añadido — VAT) rate; reduced rates of 10% and 4% apply to food, medicines, and other specified categories; no minimum threshold for most activities
Spain has been a Eurozone member since 1999 — the euro is the official currency. Spain has an active double taxation treaty with the United States. At 25%, Spain's standard IS rate is above the GILTI high-tax exclusion threshold of 18.9% — meaning Spanish company profits are likely to qualify for the GILTI high-tax exclusion for US owners. The Beckham Law (régimen de impatriados — Article 93 IRPF) provides a flat 24% personal income tax rate (instead of progressive rates up to 47%) on Spanish-source income for qualifying foreign professionals who become Spanish tax residents for the first time in at least 5 years, for a period of 6 years. American founders who physically relocate to Spain and take a salary from their Spanish SL may qualify for this regime — though Americans must still file US tax returns and the interaction with US tax obligations requires specific advice. The Agencia Tributaria (AEAT — Agencia Estatal de Administración Tributaria) administers all Spanish tax matters. IVA registration for most businesses is mandatory from the first taxable activity — Spain has no minimum turnover exemption threshold for businesses engaged in commercial activity. The Oficina Virtual del Registro Mercantil Central (rmc.es) is the central commercial register portal.
⚠️ US Tax Obligations Apply to Spanish Company Owners — Beckham Law Does Not Replace US Filing
US citizens and Green Card holders are taxed by the United States on worldwide income regardless of where they live or where their business is incorporated. Owning a Spanish SL creates US filing obligations including FBAR reporting for Spanish bank accounts over $10,000 and Controlled Foreign Corporation (CFC) reporting. At 25%, Spain's IS rate is above the GILTI high-tax exclusion threshold — meaning Spanish company profits are likely to qualify for the GILTI high-tax exclusion. The Beckham Law's flat 24% personal income tax rate is attractive for Spanish tax purposes but does NOT eliminate US tax obligations for American citizens or Green Card holders — Americans who move to Spain and benefit from the Beckham Law must still file US returns on worldwide income. The US-Spain treaty provides some relief, but the interaction is complex and requires specialist US-Spain cross-border tax advice before relocating.
How to Register a Company in Spain
Registering an SL in Spain involves several sequential steps — each with its own timing. The process typically takes 4 to 8 weeks in total. The NIE/NIF identification step is the critical prerequisite that non-resident Americans often underestimate in terms of time.
1
Obtain a Spanish NIE (Número de Identificación de Extranjero)
Every non-Spanish founder, director, and shareholder must obtain a NIE (Número de Identificación de Extranjero) — Spain's foreign national identification number — before any other registration step can proceed. The NIE is the prerequisite for the NIF (Número de Identificación Fiscal) used for corporate tax. For non-residents, the NIE is obtained either at a Spanish consulate in the United States (requires scheduling an appointment — often 2 to 6 weeks lead time) or at a Spanish National Police (Policía Nacional) office in Spain with a valid passport and the prescribed application forms (EX-15 for non-residents). A Spanish attorney can obtain the NIE on behalf of a non-resident founder through a notarized power of attorney — this is the standard route for American founders who cannot travel to Spain during the formation process.
Critical first step — allow 4–8 weeks
2
Reserve the Company Name at the Registro Mercantil Central
Apply for a company name certification (certificación negativa de denominación social) from the Registro Mercantil Central (RMC) in Madrid — confirming that the chosen name is unique and available for use. The RMC processes applications online through its portal (rmc.es) and typically issues the certification within 3 to 5 business days. The certification is valid for 6 months and reserves the name exclusively for the applicant during that period. The SL name must comply with Spanish naming regulations and cannot be identical or confusingly similar to existing registered names. Restricted terms require regulatory approval.
RMC name reservation — rmc.es
3
Open a Spanish Bank Account and Deposit Share Capital
Open a corporate bank account with a Spanish bank and deposit the minimum €3,000 share capital — fully paid up. The bank issues a certificate of deposit (certificado bancario de depósito del capital social) that must be presented to the notary at the Escritura signing. Major Spanish banks include Santander, BBVA, CaixaBank, Sabadell, and Bankinter. AML due diligence for non-resident founders is thorough — allow time and prepare comprehensive documentation. Some non-resident founders use EU-licensed fintech accounts while establishing traditional Spanish banking, though most Spanish notaries require a certificate from a regulated Spanish credit institution.
€3,000 fully paid up (2023 reform)
4
Execute the Escritura de Constitución Before a Spanish Notary
A Spanish notary (notario) drafts and executes the Escritura de Constitución — the notarial deed of incorporation including the company's Estatutos Sociales (Articles of Association). The Escritura must include the company's name, registered domicilio social (registered office address in Spain), corporate purpose (objeto social — including CNAE economic activity codes), share capital, shareholder structure, and governance provisions. All founders (or their representatives with apostilled powers of attorney) must sign before the notary. All documents are in Spanish. Non-residents who cannot attend in person must provide notarized, apostilled powers of attorney.
Notarization mandatory — Spanish language
5
Pay Stamp Duty (ITP/AJD) and Register with the Registro Mercantil
After notarization, pay the Impuesto sobre Transmisiones Patrimoniales y Actos Jurídicos Documentados (ITP/AJD — Stamp Duty) — for company formation this is typically exempt from the patrimonial transfer tax portion but the Actos Jurídicos Documentados (notarial document tax) still applies. Then register the SL with the provincial Registro Mercantil (Commercial Registry) in the province where the company's domicilio social is located. The Registro Mercantil grants the company legal personality upon registration. Standard processing takes 7 to 15 business days. The company receives its official entry in the Registro Mercantil and its NIF (Número de Identificación Fiscal — Tax Identification Number).
7–15 business days at provincial registry
6
Register for IS (Corporate Tax) and IVA (VAT) with AEAT
Register the company for corporate income tax (IS) and IVA (Impuesto sobre el Valor Añadido — VAT) with the Agencia Tributaria (AEAT — Agencia Estatal de Administración Tributaria) through the Sede Electrónica AEAT portal (sede.agenciatributaria.gob.es). Most businesses must register for IVA from the first taxable activity — Spain has no minimum turnover exemption threshold for businesses engaging in commercial, professional, or industrial activities. The standard IVA rate is 21%, with 10% for hotel accommodation, restaurant services, and certain food products, and 4% for essential goods. File modelo 036 or 037 for tax registration.
IVA mandatory from first activity — no threshold
7
Register with Seguridad Social (if hiring) and Obtain Licencias
If your company will hire employees, register as an employer with the Spanish Social Security system (Seguridad Social — TGSS, Tesorería General de la Seguridad Social) for pension, health insurance, and unemployment contributions. Spanish employer social contributions are approximately 29.9% of gross salary; employee contributions approximately 6.35%. Obtain any required municipal licences (licencia de apertura or licencia de actividad) from the local Ayuntamiento (municipality) for business premises. The Startup Law introduced simplified digital alternatives to some physical licence requirements for qualifying innovative companies.
If hiring + municipal licences
What Does It Cost to Register a Company in Spain?
| Cost Item | Notes | Est. Amount |
|---|---|---|
| Notary fees (Escritura) | Mandatory notarization of the Escritura de Constitución. Regulated Spanish notary fees; vary by share capital amount. | €300–€600 |
| Registro Mercantil registration | Provincial commercial registry fee for SL registration and publication. | €100–€200 |
| RMC name certification | Registro Mercantil Central name reservation fee. | ~€20 |
| Share capital (SL) | €3,000 fully paid up since 2023 reform. Remains as company capital. | €3,000 |
| NIE procurement (non-residents) | Spanish tax ID number for each founder. Free at consulate; professional fees if through attorney. | €0–€300 per person |
| Domicilio social (registered office) | Registered office address required in Spain. Virtual office services widely available in Madrid and Barcelona. | €400–€1,200/yr |
| Legal & advisory fees | Spanish attorney for NIE procurement, Escritura drafting, AEAT registration. Timeline: 4–8 weeks total. | €800–€2,500 |
| Accounting & compliance | Annual IS returns, quarterly IVA filings, and annual accounts filed with the Registro Mercantil. | €1,500–€4,000/yr |
Post-Registration Requirements
Annual Accounts & IS Return Filed with Registro Mercantil
All Spanish SLs must prepare annual financial statements (cuentas anuales) in accordance with the Plan General de Contabilidad (Spanish GAAP) and file annual corporate income tax returns (Modelo 200 IS declaration) with AEAT. The annual accounts must be approved by the shareholders' general meeting (junta general) and deposited with the provincial Registro Mercantil within 7 months of the financial year end. They are then publicly accessible through the Registro Mercantil. Statutory audit (auditoría de cuentas) is required for larger companies exceeding specific size thresholds.
Corporate Governance — Administrador or Consejo de Administración
A Spanish SL must have at least one administrador (director) — who can be a foreign national and does not need to reside in Spain. Changes to the administrador must be filed with the Registro Mercantil through a Spanish notary. The administrador bears personal responsibility for the company's legal and tax compliance. For larger SLs, a consejo de administración (board of directors) with at least three members is the standard governance structure.
Quarterly IVA Returns (Modelo 303) and IS Prepayments
VAT-registered Spanish companies must file quarterly IVA returns (Modelo 303) and an annual summary (Modelo 390) through the AEAT Sede Electrónica. IS prepayments (pagos fraccionados — Modelo 202) are required in April, October, and December of each fiscal year. Spain's Suministro Inmediato de Información (SII — Immediate Supply of Information) system requires large companies to submit electronic invoice data to AEAT within 4 days of issue — a digital tax reporting requirement that applies to companies with turnover above €6M and may expand.
Registro de Titulares Reales (Beneficial Owners)
Spain maintains a central beneficial ownership register (Registro de Titulares Reales) through the Consejo General del Notariado in line with EU AML directives. All companies must disclose their ultimate beneficial owners — individuals owning or controlling more than 25% of the company — and keep information current. The register is accessible to competent authorities and, to a limited degree, the public. Updates must be made at each annual accounts filing or when ownership changes.
What Americans Should Know Before Registering in Spain
The NIE is the critical path item — allow 4 to 8 weeks and plan first
Spain's NIE (Número de Identificación de Extranjero) is the mandatory tax identification number for every non-Spanish founder and director — without it, nothing else can proceed. For Americans applying at a Spanish consulate in the United States, appointment availability varies widely by city and time of year — 4 to 8 weeks lead time is common, and some consulates have longer queues. In Spain, the Policía Nacional processes NIE applications at designated offices, but appointments are also required. The most reliable route for American founders who want to proceed efficiently is to engage a Spanish attorney with a power of attorney to obtain the NIE on their behalf in Spain. Check LocalVouch for attorneys other American founders have personally recommended. Start the NIE process as the very first step — parallel to any other preparation.
The Beckham Law (24% personal tax) does not eliminate US tax obligations for Americans
Spain's régimen de impatriados — colloquially the Beckham Law — provides a flat 24% personal income tax rate on Spanish-source income for qualifying foreign professionals who become Spanish tax residents for the first time in 5 years, for up to 6 years. For non-Americans, this is a genuinely powerful personal tax incentive. For American citizens and Green Card holders, however, the Beckham Law reduces Spanish personal tax but does NOT eliminate US worldwide income tax obligations. Americans who move to Spain, take a salary from their Spanish SL, and qualify for the Beckham Law still owe US tax on worldwide income and must file US returns. The US-Spain treaty provides some foreign tax credit relief, but the combined US-Spain personal tax position for an American Beckham Law beneficiary requires specialist advice. Do not assume the Beckham Law resolves your US tax situation.
IVA has no minimum threshold for businesses — register from the first activity
Unlike most EU jurisdictions in this series (Portugal's €13,500, Germany's €22,000, France's thresholds), Spain does not have a minimum turnover exemption from IVA for businesses engaged in commercial, professional, or industrial activities — the obligation begins from the first taxable activity. In practice, Spanish businesses register for IVA simultaneously with their Registro Mercantil registration. At 21% standard, 10% reduced, and 4% super-reduced rate, IVA must be factored into pricing models from day one. For B2B businesses dealing primarily with other IVA-registered businesses, the VAT is largely a pass-through. For consumer-facing businesses, the 21% rate is material.
The 2023 Startup Law unlocks genuine advantages for qualifying companies
Spain's Ley 28/2022 (Ley de Startups) introduced a comprehensive set of incentives for qualifying innovative companies: a 15% IS rate for up to 4 years (rather than the standard 25%), improved stock option tax treatment (deferred taxation at €50,000 exemption threshold), simplified administrative procedures, the Digital Nomad Visa (for remote workers and their family members), and the international talent inpatriate regime (updated Beckham Law). For American founders building a genuinely innovative business in Spain, obtaining startup status from ENISA (Empresa Nacional de Innovación SAE) should be a priority — it materially reduces the corporate tax burden in the critical early years. The application process requires demonstrating innovative character and is assessed by ENISA.
Madrid and Barcelona offer distinct commercial environments — choose based on your sector
Spain's two dominant commercial cities serve genuinely different markets and sector communities. Madrid is Spain's financial and political capital — home to Santander, BBVA, Telefónica, Inditex's corporate connections, and the headquarters of most major Spanish and international banks. It is the better choice for financial services, corporate legal services, infrastructure, energy, and government-facing businesses. Barcelona is Spain's most internationally oriented business city — home to Mobile World Congress (the world's largest mobile technology event), a deep tech startup ecosystem (particularly in deep tech, health tech, and sustainability), and a large English-speaking expat professional community. For technology, startup, and international B2B businesses, Barcelona is frequently the superior choice.
Registering a Spanish Company Is Right for You If…
- →You want access to Spain's 47 million consumers — the EU's fourth-largest domestic market — and the broader Spanish-speaking world that Spanish commercial relationships naturally open.
- →You are building a startup or innovative business and qualify for Spain's 15% IS rate under the 2023 Startup Law — and you have applied for ENISA startup status to lock in this rate for up to 4 profitable years.
- →You plan to physically relocate to Spain and qualify for the Beckham Law's 24% flat personal income tax rate — and you have taken US-Spain cross-border tax advice on how this interacts with your US worldwide income obligations.
- →You have started the NIE procurement process as your first step, engaged a Spanish attorney for the Escritura and Registro Mercantil registration, and planned for the 4 to 8 week total formation timeline.
- →You have chosen Madrid or Barcelona as your operational base based on sector fit — financial services and corporate in Madrid; technology, startups, and international B2B in Barcelona.
We work with trusted Spanish attorneys, gestoría firms, and accountants who specialise in company formation for non-EU nationals. From NIE procurement and Registro Mercantil Central name certification to Escritura notarization, Registro Mercantil registration, AEAT IS and IVA enrollment, Beckham Law advice, Startup Law status applications, and US cross-border tax coordination — we guide you through every step of Spain's formation process.